Advanced Medical Solutions Group plc Annual Report & Accounts 2025
surgical
powerhouse
Creating a
Overview
02 Highlights
04 At a Glance
Strategic Report
05 Chair’s Statement
06 Business Model
07 Our Strategy
08 - Market Overview
09 - Portfolio
12 - Footprint
14 - Expertise
16 - People and Culture
18 - Sustainability
20 Q&A with the Chief Executive Officer
22 Key Performance Indicators
24 Operating Review
27 Financial Review
32 Risk Management
39 ESG Report
46 Strategic Priorities
48 Climate-related Financial Disclosures
61 Section 172
Governance
65 Corporate Governance at a Glance
67 Board of Directors
69 Executive Committee
70 Corporate Governance Report
77 Nomination Committee Report
81 Audit & Risk Committee Report
85 Remuneration Committee Report
99 Directors’ Report
Financial Statements
102 Independent Auditor’s Report
110 Consolidated Income Statement
111 Consolidated Statement of
Comprehensive Income
112 Consolidated Statement of Financial
Position
114 Consolidated Statement of Changes in
Equity
115 Consolidated Statement of Cash Flows
116 Notes Forming Part of the
Consolidated Financial Statements
147 Company Statement of Financial
Position
148 Company Statement of Changes in
Equity
149 Notes to the Company
Financial Statements
155 Five-Year Summary
156 Alternative Performance Measures
158 Advisors
What’s inside
p07-19
Creating a surgical
powerhouse
p12-13
marketing through
our expanding
footprint
Strong execution in 2025
delivered robust growth and
continued progress integrating
our expanded Group”
Chris Meredith
Q&A with the Chief Executive Officer
p20-21
For more info visit:
https://admedsol.com/
investor-relations/
Throughout 2025 one of our key priorities has been to unite our
business across our sites, bringing clarity, direction and renewed
energy. We enter 2026 with a unified purpose and mission and
a bold new corporate identity to represent where we are heading.
In a world where the needs of patients and partners continue
to evolve, our renewed identity captures the impact we strive
to make every day and reflects our ambitions -
Confident. Unified. Future Focused.
Our purpose
We unite expertise to improve patients’ lives
Uniting Expertise,
Unlocking Efficiencies
Our mission
We are dedicated to
delivering high-quality,
innovative solutions at
exceptional value.
Our success is powered by
our people, our commitment
to partnership, and our
global scale.
Underpinned by our values
For more information see Page 64
Be ambitious
Own it
Keep it simple
Work together
Chris Meredith
Chief Executive Officer
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
01
Total Group revenue
£228.9m
+29% (2024: £177.5m) (Change at constant currency2 +29%)
ADJUSTED MEASURES
REPORTED MEASURES
Adjusted3 EBITDA
£49.9m
+ 24% (2024: £40.2m)
Adjusted3 profit before tax
£33.9m
+15% (2024: £29.4m)
Adjusted4 diluted earnings per share
11.74p
+12% (2024: 10.45p)
Adjusted3 EBITDA margin
21.8%
–0.8pp (2024: 22.6%)
Adjusted3 profit before tax margin
14.8%
–1.8pp (2024: 16.6%)
Profit before tax
£17.8m
+81% (2024: £9.8m)
Diluted earnings per share
4.52p
+39% (2024: 3.25p)
Proposed full year dividend per share
2.86p
+10% (2024: 2.60p)
Profit before tax margin
7.8%
+2.3pp (2024: 5.5%)
Net operating cash flow
£32.6m
+67% (2024: £19.5m)
Net debt/(Net cash5)
£50.5m
–10% (2024: £55.8m)
Highlights
The Group achieved strong 2025 financial results, driven by growth in Surgical, Woundcare, and
a full-year contribution from Peters Surgical. With ongoing efficiencies and upcoming product
approvals, the Board expects continued growth through to 2028.
02
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Highlights continued
Operational Highlights
•
Group revenue rose 29% to £228.9m (2024: £177.5m),
driven by the full year impact of the July 2024 Peters
Surgical acquisition and continued growth in key
product categories. Performance was in line with
expectations, with the existing AMS business
(excluding Peters) delivering 10% constant currency
growth, led by Adhesives, Biosurgical and a strong
Woundcare recovery.⁶
•
Surgical Business Unit revenue increased to £183.5m (2024:
£135.8m), up 35% and 36% at constant currency, with:
– Global LiquiBand® revenue up 10% to £47.8m (2024:
£43.4m) and 12% at constant currency, supported by
strong US and Rest of World growth and cardiovascular
commercial synergies.
– Biosurgical Devices revenue up 23% to £27.8m (2024:
£22.6m) and 22% at constant currency, driven by demand
for antibiotic-loaded collagen and dental devices.
– Suture, Clips and VTO revenue up 64% at both constant
and reported currency to £82.7m (2024: £50.4m).
•
Advanced Woundcare revenue increased 9% at both
constant and reported currency to £45.4m (2024:
£41.8m), supported by strong customer-branded and bulk
materials demand and growing partner product adoption.
•
Post-acquisition integration of Peters Surgical and
Syntacoll is progressing well. Commercial synergies are
already contributing, to growth, including traction for
LiquiBand®XL, UK direct sales transition for IFABOND®,
and French direct sales transition for LiquiBandFix8®.
AMS legacy products also expanded into Austria, Poland,
Czechia and India.
Financial Highlights
•
Adjusted EBITDA rose 24% to £49.9m (2024: £40.2m) and
reported PBT increased 81% to £17.8m (2024: £9.8m),
reflecting organic AMS growth and the first full year of
Peters Surgical.
•
Net debt reduced to £50.5m (2024: £55.8m).
Transformational investment, including manufacturing
restructuring, plus capex and inventory build, moderated the
pace of deleveraging.
•
The Board proposes an increased final dividend of 2.01p
(2024: 1.83p), bringing the total dividend to 2.86p, up 10%
(2024: 2.60p).
Outlook
•
AMS delivered record 2025 results and has strong
commercial momentum in 2026, an improved operating
platform, and a robust innovative pipeline supporting multi
year growth.
•
Record Group revenue of £228.9m, up 29%, reflected strong
organic growth and the first full year of contribution from
Peters Surgical. Surgical remained the primary growth driver
(+36% constant currency), while Woundcare returned to
growth following its restructuring.
•
Peters Surgical integration remains on track, with commercial
synergies already contributing to growth and operational
synergies expected from 2027. Multiple product approvals
are anticipated from 2026 across adhesives, sutures, and
biosurgical product categories.
•
Continued strong growth is expected in Surgical and modest
growth in Woundcare as long-term supply agreements
take effect. Strong cash generation and disciplined capital
allocation will support further deleveraging alongside
continued investment in innovation and manufacturing
optimisation. A key milestone will be delivery of the Thai
operation scale up.
•
Current global conditions are a concern for all international
manufacturing businesses but AMS has minimal exposure to
the Middle East, with limited footprint, low sales and margin
contribution, and trading conditions are currently stable.
However the group is materially dependant on the US where
we are reliant on a number of key partners.
1. Reported change is calculated using amounts rounded to the nearest £’000.
2. Constant currency removes the effect of currency movements by re-translating the current year’s performance at the previous
year’s exchange rates as reconciled on Page 157.
3. Reconciled in the Financial Review. Adjusted EBITDA excludes the impact of exceptional items, depreciation, amortisation,
finance costs and taxation. Adjusted profit before tax excludes the impact of exceptional items, amortisation of acquired
intangibles and movement in long-term acquisition liabilities (Note 13.) Exceptional items are detailed in the Financial Review.
4. Reconciled in Note 12 of the Financial Statements. Adjusted diluted earnings per share exclude the impact of exceptional
items, amortisation of acquired intangibles, movement in long-term acquisition liabilities and the tax impact of adjusted items.
5. Reconciled in Note 17 of the Financial Statements. Net debt is calculated as cash and cash equivalents less borrowings.
6. Organic AMS Group revenues excluding Peters Surgical are reconciled on Page 157.
Surgical Business Unit revenue
£183.5m
Reported change1 +35% (2024: £135.8m)
Change at constant currency 36%2
Advanced Woundcare Business Unit revenue
£45.4m
Reported change1 +9% (2024: £41.7m)
Change at constant currency 9%2
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
03
03
Financial Statements
1
2
3
4
13
14
6
7
15
5
11
10
9
16
17
12
8
1 Winsford, UK HQ
2 Plymouth, UK
3 Stafford, UK
4 Etten Leur, Netherlands
5 Nantes, France
6 Teesdorf, Austria
7 Dublin, Ireland
8 Saal an Der Donau, Germany
9 Boulogne-Billancourt, France HQ
10 Domalain, France
11 Warsaw, Poland
12 Weiswampach, Luxembourg
Sites expected to close in March 2027:
13 Nuremberg, Germany
14 Domazlice, Czech Republic
15 Neustadt, Germany
16 Markneukirchen, Germany
17 Wachsenburg, Germany
At a Glance
European Operations
Key for Map:
R&D Manufacturing Sales
Rest of world operations
3 Gurugram, India
4 Bangkok, Thailand
5 Plymouth, Massachusetts, US
1 Haifa, Israel
2 Moscow, Russia1
1. Small legacy sales office contributing less than 1% of operating profit.
Headquartered in the UK, we are a global leader in tissue-healing
technologies, supported by a workforce of more than
1,800 employees worldwide.
3
4
1
2
5
Manufacturing
Sites
16
R&D
Centres
11
Countries
distributed to
>100
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
04
The strong results delivered in 2025
reflect both the effectiveness of the
leadership team and the commitment
of our people, while progress
integrating Peters positions the
Group well for future growth.”
Grahame Cook
Chair of the Board
Dear Shareholder,
I am pleased to report another strong set of
results in 2025. It has been a year of intensive and
impressive work by the leadership team who have
delivered a 29% increase in revenue and a 81%
increase in profit before tax. The Group delivered
impressive growth across all Surgical product
categories and the Woundcare business was put
back onto a growth track after facing headwinds
in 2024.
The integration of Peters has been a key focus for
the leadership team in 2025 and continues to be
on schedule to deliver the significant anticipated
cost and revenue synergies in 2026 and beyond.
In 2025 we saw AMS products already being
successfully marketed through Peters’ distribution
channels into new sales territories.
AMS’s unbroken profitability and cashflow
generation have again not been reflected in
satisfactory share price progression, partly due
to our sector being depressed and partly due to
the difficulties of AIM, particularly redemptions in
IHT funds following the Government’s changes to
IHT. This structural issue is a problem for many
companies on AIM, creating an artificially high
cost of capital and increased vulnerability to
takeover, and we are disappointed in the lack
of Government support for this important
growth segment.
We made further progress during the year
in nurturing an engaging, inclusive and high-
performing culture. I would like to thank each of
our c.1,800 employees for their contribution and
efforts in 2025.
We welcomed a new Non-Executive Director in
June, Juliet Thompson, following a thorough
search process. Juliet brings over 30 years
of international finance, banking and board
experience with significant focus in the healthcare
sector and is a valuable addition to the Board.
She replaced me as Chair of the Audit & Risk
Committee and joined the Remuneration and
Nomination Committees.
Looking ahead, the future for AMS is exciting with
the anticipated delivery of Peters’ synergies and
multiple launches expected from the new
product pipeline.
We look forward with enthusiasm to delivering
for all stakeholders in 2026 as we make further
substantial progress.
Grahame Cook
Chair
1 May 2026
grow th
Driving consistent long-term growth
Chair’s Statement
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
05
Governance
Overview
Financial Statements
Strategic Report
Business Model
AMS develops, manufactures and distributes innovative tissue-healing medical devices that match or surpass market
leaders – clinically, technically, and commercially – designed to improve clinical outcomes while providing overall cost
savings in surgery, emergency rooms and other healthcare settings.
What we do
For more on stakeholder value / s172 see Pages 61 to 64
Value created for our stakeholders
Innovative product portfolio
Continued investment in our
specialist R&D centres and strategic
acquisitions, has enabled us to
establish a comprehensive portfolio
of tissue-healing medical devices.
Our strength lies in combining
advanced material science with
applicator device design, in
collaboration with surgeons and
Key Opinion Leaders, creating
differentiated devices that improve
patient outcomes. Our expertise
and investment in regulatory
infrastructure ensures a smooth
transition of new products into the
market even as global regulatory
demands increase.
Underpinned by our values
For more information see Page 64
Work together
Own it
Keep it simple
Be ambitious
Investors Clinicians Patients Employees Regulators Supply chain Partners Communities
Manufacturing excellence
Quality remains a central focus of
all our operations. Almost all of
our products are manufactured
across 16 specialist, multi-national
facilities, enabling consistent
standards, operational resilience
and scalability.
Global distribution
Our distribution strategy is tailored
to each product and region, with our
network now reaching more than
100 countries. Through increasing
use of direct sales forces, specialist
distributors and OEM partnerships,
we deliver a focused and effective
route-to-market. Direct sales now
account for 43% of Surgical revenue,
enabling specialist selling,
cross-portfolio bundling and
deeper surgeon engagement,
consistently outperforming
distributor-led channels.
Strong financials
A scalable, capital-light business
model with strong gross margins
and disciplined capital allocation.
Reinvestment of internally generated
cash flow sustains strong organic
growth while enabling targeted
acquisitions that strengthen our
market position, underpinned by
a track record of progressive
dividend increases.
Governance
Overview
Financial Statements
Strategic Report
06
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
*Proforma % of Surgical sales generated through a direct sales force includes data for Peters Surgical for the period of 1 January 2024 - 30 June 2024, which is prior to acquisition.
Driving long-term, sustainable growth by delivering better patient outcomes for tissue healing
Manufactured with excellence
and efficiency through AMS’s
own specialist facilities
exper tise
Quality and specialist expertise remain fundamental
to AMS’s strategy, ensuring its products continue
to be innovative, competitive, and capable of delivering
improved outcomes for both patients
and clinicians.
Progress in 2025
Following the acquisitions of Syntacoll and Peters Surgical,
AMS has made substantial progress in rationalising its
product portfolio, and preparations are now underway to
streamline and optimise its manufacturing footprint.
Future focus
AMS remains on track to implement its operational
rationalisation plans in 2026, targeting £10 million in
annualised synergies from 2027. Ongoing efficiency
programmes and benefits of scale are also expected
to support further improvements in gross margins.
KPIs
Risks (see Pages 35 to 38)
Marketed through an increased
geographic footprint and
direct sales function
footprint
Greater focus on more direct access to markets supports
stronger revenue growth and improved profitability, while
increased engagement with surgeons and Key Opinion
Leaders enhances the organisation’s ability to drive
future innovation.
Progress in 2025
Following the integration of the AMS and Peters
Surgical marketing teams, cross-selling of product
between direct sales teams and distribution partners is
already generating commercial synergies.
Future focus
As full cross-selling of the portfolio becomes embedded,
the Board remains confident that the commercial
synergies from the Peters acquisition can deliver £5–£10
million in additional annual revenue from mid-2029.
KPIs
Risks (see Pages 35 to 38)
Expanding a streamlined
medical device portfolio
por tfolio
Through organic growth, targeted product innovation,
and strategic acquisitions, product revenues have doubled
over the past four years. Increased diversity has reduced
dependence on any single technology, creating a more
balanced and resilient business.
Progress in 2025
Group revenues rose 29% in 2025, while expansion of the
key surgical categories and growing market adoption of
recently launched products, has materially enhanced the
breadth and balance of the portfolio.
Future focus
A promising pipeline of new products is expected to
deliver regulatory approvals over the next five years to
support continued portfolio expansion and create significant
opportunities for sustained long-term growth.
KPIs
Risks (see Pages 35 to 38)
Our Strategy
People and culture
Sustainabilit y
For more information
see Pages 16 to 17
For more information
see Pages 18 to 19
Customer Service (OTIF) %
92%
(2024: 90%)
4
2
6
10
43%
(2024: proforma*: 40%)
% of Surgical sales generated through a
direct sales force.
6.5%
(2024: 9.8%)
% of sales from new products launched in
the previous five years.
7
1
10
3
1
6
9
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
07
Governance
Overview
Financial Statements
Strategic Report
Market Overview
AMS operates within expanding, tissue-healing technology markets, supported by demographic trends such as ageing populations
and innovative technology. Our focus remains on key surgical markets where our products can improve clinical outcomes
while delivering meaningful cost efficiencies across a range of healthcare settings.
Advanced Closure
AMS holds a leading position in the $300
million global topical tissue adhesives
market through our LiquiBand® and
LiquiBand®XL range. We expect continued
momentum to be driven by:
•
Ongoing adoption of less invasive
adhesive technologies as alternatives
to sutures and staples.
•
Enhanced commercial incentives for
our US partners under newly structured
distribution agreements.
•
Increased penetration of LiquiBand®XL
within the fast-growing $70 million
long-wound segment.
•
Continued expansion in the EU, LATAM
and APAC regions.
Internal Fixation
The market opportunity for
LiquiBandFix8®/LIQUIFIX™ in hernia-mesh
fixation is estimated at approximately
$400 million and growth is expected
to be driven by:
•
Conversion from traditional invasive
tacks and staples to the less invasive
LiquiBandFix8®/ LIQUIFIX™ adhesive-
based solutions.
•
Expansion into the US market with
LIQUIFIX™, following its full commercial
launch in 2024, and approval from
the three largest Group Purchasing
Organisations.
•
Continued growth in European markets
as adoption increases and clinical
awareness strengthens.
Further penetration is anticipated
through IFABOND® which complements
LiquiBandFix8® and broadens AMS’s
adhesive internal-fixation offering across
a wider range of surgical indications.
AMS’s RESORBA® and Peters Surgical
portfolios have established strong
positions as regional and specialist
brands within the global suture market.
The integration and streamlining of these
two portfolios is expected to strengthen
our competitive position and drive deeper
market penetration through:
•
A consolidated specialist sutures
portfolio with particular strength in
cardiovascular surgery, offering high-
quality, competitively priced alternatives
to established market leaders.
•
Expanded cross-selling opportunities
supported by a broader distributor
network, established surgeon
relationships and enhanced direct
marketing capabilities.
•
Phased US market entry, with initial
product ranges already cleared with a
final specialist cardiovascular portfolio
expected to complete regulatory
clearance in 2027.
Growth across AMS’s RESORBA® collagen
devices and bone substitutes portfolio,
including our antibiotic-delivery technology,
is expected to be supported by:
•
Rising global demand for biological
and reconstructive solutions.
•
New European approvals for antibiotic-
loaded collagen surgical dressings.
•
Anticipated US approvals of first
collagen products in 2026 - 2027.
•
Approvals of FDBS (Freeze Dried Bone
Substitute) product.
Adhesives and Sealants
Sutures
Biosurgical
For more information
see Pages 10,15 & 25
For more information
see Pages 10,15 & 25
For more information
see Pages 11,15 & 26
focus
Key surgical markets where our products can improve clinical outcomes
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
08
Governance
Overview
Financial Statements
Strategic Report
AMS has established and continues to expand a diverse mix
of products with exposure to a range of surgical markets,
specialising in tissue-healing technology
The portfolio is divided into four product divisions:
p o r t f o l i o
Expanding a streamlined and strengthened medical device portfolio
Surgical Adhesives and Sealants
AMS has established itself as a
leading global specialist in the topical
and internal tissue adhesives market.
Biosurgical Devices
A fast-growing portfolio including
collagen haemostatic devices for use
in surgical and dental reconstructive
applications together with a range of
synthetic bone substitutes for use in
orthopaedic surgery.
A key factor of AMS’s ability to
penetrate markets is the strength of its
product portfolio, which consistently
matches or exceeds competitor
performance while delivering
meaningful cost benefits for healthcare
systems. Innovation, supported by
a robust pipeline of new products,
remains essential to maintaining
competitive strength and driving
sustainable long-term growth.
Suture | Clips | VTO
Its recently expanded range of
specialist and generalist devices has
positioned AMS as a major player in
the global sutures, clips and vascular
temporary occlusion (‘VTO’) market.
Woundcare
A multi-product portfolio of advanced
woundcare dressings sold under
partners’ brands and AMS’s own
ActivHeal® label, with a range of
specialist medical bulk materials.
Strategy in Action
Revenue split (£m)
2025
2024
2023
2022
2021
2020
30
80
130
180
230
● Woundcare ● Other ● Adhesives ● Biosurgical ● Sutures,Clips,VTO
Governance
Overview
Financial Statements
Strategic Report
09
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Case study
Strategy in Action continued
Supporting Critical Care
in a Conflict Zone
A young child in a Ukrainian conflict
area sustained a serious arm injury
and required a second surgery after
initial treatment failed to relieve her
pain. During this procedure, clinicians
used several of our products, including
haemostatic support materials and
sutures, to help stabilise and close
the wound.
Although this is just one patient, it
highlights the real impact our work
can have—reaching even the most
challenging environments and
helping improve outcomes for those
who need it most. Stories like this
remind us that behind every product
and process lies a person whose
life we may touch.
Topical Adhesives
and Sealants
LiquiBand® continued to perform
strongly in the United States,
reflecting the successful execution
of the revised channel strategy
introduced in 2023, which has
improved efficiency and sharpened
commercial focus. LiquiBand®XL,
the long-wound closure device,
further enhances AMS’s competitive
position and is gaining momentum
through the Peters Surgical legacy
network, particularly among cardiac
surgeons for sternotomy closure.
Internal Fixation
US shipments of LIQUIFIX™, the
hernia mesh fixation device,
increased significantly in Q4 2025
following the sell down of initial
2024 inventory. The establishment
of AMS’s dedicated Hernia Clinical
team, supporting partner TelaBio,
has already contributed to stronger
sales performance. Activity in Q4
demonstrates accelerating adoption,
new user onboarding and deeper
market penetration.
R&D Pipeline
• IFABOND® – Line extensions,
including a new indication, remain
on track for a European launch
in 2027.
• SEAL-G® – The second-
generation tissue sealant device
is progressing toward anticipated
European approval in H1 2028,
featuring a simplified design that
eliminates the need for an external
gas supply. Follow-up data from
the initial 167-patient clinical
study demonstrates a leakage rate
of 1.3% in the SEAL-G® treatment
group compared with 5.7% in
controls, with KOLs reporting
reduced requirements for
post-operative stoma formation
– delivering substantial patient
and health economic benefits.
The Group is in the late stages
of a grant approval process
for a large pivotal, randomised
controlled trial to evaluate the
efficacy of SEAL-G® , providing
important independent validation
of the platform and supporting
its path towards becoming
a future standard of care in
gastrointestinal surgery.
OUS sutures
The consolidation of the Peters
Surgical and RESORBA® suture
portfolios progressed significantly
during 2025, with the Group
streamlining its product range and
aligning commercial operations
under a unified structure. Revenues
were temporarily impacted in H1
by the normalisation of distributor
inventory positions following the
acquisition, but recovered in H2,
with stronger growth anticipated
from mid-2026 as this process
completes.
R&D Pipeline
• US approvals – FDA approvals for
a complete cardiovascular range
expected in 2027.
• US specific winding card
technology in near term pipeline.
• Various other incremental new
products in R&D pipeline.
Surgical Adhesives and Sealants portfolio
Sutures, Clips and VTO
Delivered strong growth across
all major regions, supported by
targeted strategic initiatives
and continued product
innovation.
Consolidated portfolio of specialist and generalist sutures
poised for growth with US roll out set for 2027.
Surgical Business Unit
£183.5m
2024: £135.8m (+36%)
Sutures, Clips and VTO
£82.7m
2024: £50.4m (+64%)
Expanding a streamlined and strengthened medical device portfolio
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
10
Governance
Overview
Financial Statements
Strategic Report
Product approval/launch
Region
Category
2025
2026
2027
2028
2029
2030
RESORBA® collagen dental cone
USA
BD
RESORBA® non-antibiotic surgical collagens
USA
BD
Topical Adhesives
China
AS
Peters Surgical sutures range completion
USA
S
Freeze Dried Bone Substitute (‘FDBS’)
EU and USA BD
IFABOND® line extensions
EU
AS
SEAL-G® approval of second-generation device
EU
AS
Antibiotic FDBS substitute
EU and USA BD
Antibiotic collagen
USA
BD
BD – Biosurgical Devices AS – Advhesives and Sealants S – Sutures
Product pipeline
Strategy in Action continued
The Biosurgical division delivered
a strong performance in 2025,
driven by increasing demand for
RESORBA® antibiotic collagens,
growth in dental devices and new
product approvals across APAC and
LATAM. Enhanced manufacturing
efficiency further supported this
momentum. The successful
integration of the Syntacoll facility
and its specialist expertise—
alongside the smooth transition of
Syntacoll supply contracts—
has been instrumental
in strengthening operational
capability and underpinning the
division’s performance.
R&D Pipeline
• US Collagen approvals – FDA
approvals of the collagen- based
products remain on track for
2026 and 2027, with submissions
for antibiotic-loaded product
anticipated further down the line.
• Freeze-Dried Bone Substitute
(‘FDBS’) –a novel formulation
of bone substitute with the
ability to improve bone regrowth
through its highly differentiated
cohesiveness, mouldability and
capacity to mix with biological
fluids and antibiotics. Initial
approvals in the US and Europe
are anticipated in 2027, with a
drug-eluting version expected
at a later date.
Biosurgical Devices
Delivered strong growth in Europe and APAC with pending
FDA approvals set to initiate penetration of the US.
Restructuring of the Woundcare
business has achieved the targeted
cost savings while the new focus
on higher-margin OEM dressings
and bulk materials partnerships
have strengthened the overall
mix and profitability. Successful
negotiation for a number of major,
long-term supply agreements
have contributed significantly
to annual growth and improved
forward revenue visibility, with other
discussions nearing completion.
The Board expects the refocused
business to deliver sustained,
profitable growth with an improved
margin profile.
R&D Pipeline
• The completion of a number of
woundcare projects have been
central to the recently signed
supply agreement, with other
discussions nearing completion.
Woundcare
A multi-product portfolio of advanced woundcare dressings sold under partners’ brands and
AMS’s own ActivHeal® label, with a range of specialist medical bulk materials.
Expanding a streamlined and strengthened medical device portfolio
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
11
Governance
Overview
Financial Statements
Strategic Report
Strategy in Action
AMS continues to expand its direct sales capability – now accounting for
43% of Surgical revenue – delivering stronger margins through capturing full
commercial value, faster market penetration through specialist selling, and
deeper customer relationships through tailored engagement with surgeons
and Key Opinion Leaders. Enhanced cross-selling between the legacy Peters
Surgical business and the AMS distribution network is delivering meaningful
commercial synergies, which are expected to reach £5–10 million within five
years of the acquisition. Increasing penetration in priority markets, including
the US and the Far East, remains a central strategic focus for the Group.
Commercial synergies
Surgical revenues FY2025 –
Routes to market (£183.5m)
Direct sales – 43%
Distributor led sales – 34%
Hybrid model – 23%
£5-10m
Synergy-driven revenue
expected by mid‑2029
f o o t p r i n t
Marketing through an increased geographic footprint and direct sales function
Governance
Overview
Financial Statements
Strategic Report
12
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Strategy in Action continued
Marketing through an increased geographic footprint and direct sales function
Direct sales
Europe and India
Distributor led sales
Europe, APAC and Canada
Hybrid model
USA
Direct sales teams target surgeons and hospitals in
key markets, including:
A network of specialist distributors addresses key
global regions, including:
A network of specialist distributors addresses
distribution through key specialist partners
supported by locally based AMS marketing
teams throughout the USA.
Following the integration of the Peters Surgical
sales teams, cross-selling across the combined
AMS and Peters Surgical portfolios began to
generate commercial synergies in 2025. During
the year, LiquiBand®XL gained momentum among
specialist cardiovascular surgeons for sternotomy
closure, GENTA-Coll® was introduced through
Peters Surgical’s distribution channels, and several
legacy AMS products accessed new direct sales
territories for the first time.
KOLs are central to AMS’s commercial strategy,
deepening clinical credibility, accelerating product
adoption in specialist surgical disciplines and
unlocking cross-portfolio synergies. By leveraging
existing KOL relationships in one product area,
AMS can introduce complementary products into
established surgical workflows, driving broader
portfolio adoption.
The Board remains confident that these
initiatives, together with the broader commercial
integration, can deliver incremental annual
revenue of £5–10 million by mid-2029.
The integration of Peters Surgical’s established
distributor network has expanded the Group’s
presence across key international markets,
including Southeast Asia, the Middle East
and China.
Leveraging these channels for the roll out of core
AMS products – such as RESORBA® collagens and
LiquiBand® – is already underway and expected to
deliver a meaningful contribution toward the Group’s
commercial synergy objectives.
AMS continues to pursue a hybrid commercial
model in the United States, reflecting both the
scale of the market and its strategic importance
to the Group. This approach combines AMS’s
technical and clinical expertise with the reach,
local insight and established infrastructure of its
distribution partners.
During 2023, the Group refined its US distribution
strategy for LiquiBand®, introducing enhanced
incentives and more distinctive branding. These
changes have already supported improved market
penetration. As the national roll out of LIQUIFIX™
progresses, the establishment of AMS’s dedicated
Hernia Clinical team in 2025 has strengthened
collaboration with its partner, TelaBio, contributing
to increased end-market demand.
With additional products—including sutures and
collagens—scheduled for introduction in the US,
AMS intends to maintain and optimise this hybrid
model, ensuring each product benefits from the
most effective route to market.
• UK
• Germany
• Austria
• Czech Republic
• France
• Poland
• Benelux
• India
• Italy
• Australia/NZ
• South Korea
• Japan
• LATAM
• China
• Southeast Asia
• Middle East
• Africa
• Canada
• USA
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
13
Governance
Overview
Financial Statements
Strategic Report
Nearly all of AMS’s products are manufactured
across 16 specialist manufacturing sites.
The Group’s strategy is underpinned by a commitment to superior
quality, disciplined operational execution and capital efficient
manufacturing, all of which support the delivery of strong gross
margins. Following the acquisitions of Syntacoll and Peters
Surgical, the Group is streamlining its manufacturing footprint and
rationalising its product range – consolidating approximately 11,000
SKUs to around 5,000 under a unified brand architecture. These
initiatives are expected to deliver operational synergies to generate
an annual profit uplift of approximately £10 million from 2027.
Strategy in Action
Product manufacture case study
LiquiBandFix8® Laparoscopic®
(LIQUIFIX™ in US)
is designed for laparoscopic hernia
surgery allowing for the precise and
controlled delivery of 40+ liquid anchors.
LiquiBandFix8® Open
Designed for open hernia surgery with
precise placement of >45 liquid anchors.
16
Number of manufacturing sites
11
Number of R&D centres
e x p e r t i s e
Manufacturing with excellence and efficiency through AMS’s own specialist facilities
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
14
Governance
Overview
Financial Statements
Strategic Report
Strategy in Action continued
Following the recent expansion of its Plymouth,
UK facility, AMS has significantly increased
manufacturing capacity within its Adhesives
business unit. This enhanced capability is now
sufficient to meet rising global demand for the
LiquiBand® franchise as the Group advances its
ambition to grow market share.
The state-of-the-art manufacturing facility and specialist expertise
gained through the Syntacoll acquisition in March 2024 have
been instrumental in optimising production processes, increasing
throughput and sustaining above-target OTIF performance, while
also preparing for MDR implementation in 2026. The manufacture
of collagen-based devices with drug-eluting technologies is a highly
specialised capability given the need to process biological material,
and the Biosurgical business unit is now positioned at the forefront
of this field, enabling it to meet growing global demand. Planned
operational efficiencies are expected to deliver further margin
enhancement, decreasing costs as volumes continue to rise.
Manufacturing synergies arising from the integration
of the Peters Surgical and RESORBA® facilities are
expected to be delivered from 2027.
Investment in the technologically advanced facility in
Thailand continued throughout 2025 as preparations
were made to scale production capacity.
Adhesives and Sealants
Biosurgical Devices
Sutures
Manufacturing with excellence and efficiency through AMS’s own specialist facilities
Governance
Overview
Financial Statements
Strategic Report
15
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
people + culture
Strategy in Action continued
Strategy in Action – 2025 Challenges:
• Hiring Quality roles at our sites in Thailand and Saal.
• Planning business restructures with associated retention and
communication strategies.
• Common platforms or tools to manage communications across the Group.
• Development of Group compliance policies.
• Moved focus from pay and performance to focus on development.
• Challenges of People and Culture in higher risk countries, India and Thailand.
The launch of a new Purpose,
Mission and Values, together with
the launch of our new corporate
identity, is reinforcing integration,
helping to unify expertise to
make innovative products and
groundbreaking solutions
across every need.
Cathy Tomlinson
Chief People Officer
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
16
Governance
Overview
Financial Statements
Strategic Report
Strategy in Action continued
Achievements in 2025:
• Embedded a unified Group-wide Purpose, Mission and Values,
strengthening alignment and culture across all regions.
• Expanded global management development programmes, enhancing
leadership capability at all levels.
• Introduced a global Employee Assistance Programme (‘EAP’), offering
24/7 wellbeing support for all colleagues.
• Launched a Group-wide Learning Management System (‘LMS’)
providing on-demand access to learning resources.
• Introduced online career coaching, giving colleagues access to
personalised career development support.
• Established a new Group-wide Diversity Group (Together AMS),
supporting inclusion, improving cultural awareness, and helping shape
our EDI roadmap.
• Enhanced participation in the annual Share Award Programme,
extending eligibility to newly acquired businesses.
• Progressed operational restructuring, which will consolidate sutures
operations from six sites to two, and collagen operations from two
sites to one, improving efficiency and sustainability.
• Implemented a Group-wide recruitment platform, enhancing internal
mobility and improving the external candidate experience.
• Restructured the Woundcare division, returning the business to a
sustainable profit generating model.
• Increased adoption of HR self service tools, streamlining processes
and improving employee experience.
• Successful recruitment campaign for Head of Communications role.
Plans for 2026:
• Strengthen leadership and talent capability through enhanced
management development, targeted coaching and strengthened
succession planning.
• Embed a unified Group culture by reinforcing our purpose, mission
and values across all sites and teams.
• Advance diversity, equity and inclusion through the newly established
Group Diversity Network and inclusive leadership initiatives.
• Expand learning and skills development, including new curated
pathways on the global LMS and increased access to online
career coaching.
• Enhance the employee experience by further expanding HR self
service tools and improving the quality and consistency of
internal communication.
• Support colleague wellbeing and safety through continued investment
in our global Employee Assistance Programme, mental health
resources and safety engagement across operations.
• Enable organisational effectiveness by supporting ongoing integration,
restructuring and workforce planning to ensure the right skills and
structures for future growth.
people + culture
Talent Acquisition and
Wokforce Planning
Employee Communication
Experience and
Engagement
Leadership Development
and Succession Planning
Compliance and Risk
Management
Develop Global Reward and
Recognition Strategy
Equality Diversity
and Inclusion
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
17
Governance
Overview
Financial Statements
Strategic Report
Strategy in Action continued
Our dedicated Sustainability Team
is strengthening a Sustainability
culture as we continue to embed the
Principles and Commitments outlined
in our ESG Pillars: Planet, People,
Product, Policy.
Eddie Johnson
Chief Financial Officer and ESG Lead
Strategy in Action – 2025 Challenges:
A ADVANCING SUSTAINABILITY
M MINIMISING ENVIRONMENTAL IMPACT
S SOCIALLY RESPONSIBLE
sustainabilit y
The UN Global Compact is how we act responsibly;
the SDGs are what the world aims to achieve.
Sponsoring local sports teams and
working to increase our engagement
in our communities:
Northop Hall Girls U13s - local girls team
in Cheshire, UK with a new kit in our new
corporate identity
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
18
Governance
Overview
Financial Statements
Strategic Report
Strategy in Action continued
Achievements in 2025:
• Embedded a Sustainability Team.
• Enrolled in the UN Global Compact, a voluntary initiative based on CEO
commitments to implement universal sustainability principles and
to take steps to support UN goals.
• Engaged with a consultant on the Corporate Sustainability Reporting
Directive (‘CSRD’), working through double materiality and risk
assessment to develop KPI’s for the Group.
• Worked through our first full year of Net Zero Data Collection as
an enlarged Group.
• Launched EHSEn (Energy Reps) across all sites to target energy
reduction with monthly meetings to exchange best practice.
• AMS Equality, Diversity and Inclusion Committee (‘Together AMS’)
relaunched across the Group.
• Carbon-related Financial Disclosures (‘CFD’) process engaged sites
across the Group, assessing Physical and Transitional Risk workshops
and Board Climate Training.
• Improved our MSCI rating to AAA, the highest rating available.
• Peters Surgical, part of AMS, achieved an A+ rating in the CAHPP
Indice Vert 2025 CSR assessment (benchmarking healthcare
providers on environmental and social practices), which guides
sustainable procurement in France.
• Achieved a Bronze Medal for EcoVadis, a market-leading
supplier assessment.
• eIFU (Electronic Instructions for Use) expansion, reducing
paper-based IFUs.
• Successfully completed SMETA audits requested by a key customer.
• Accident rate (IFR) on target in 2025.
• Three Steering Committee meetings held in 2025.
Plans for 2026:
• Work to communicate and embed the Ten Principles of the UN Global
Compact to ensure all employees understand how we can progress.
• Complete work on CSRD and prepare draft report for internal guidance.
• Launch Project Treedom, a sustainability initiative where the orders our
customers make lead to the planting of trees in our AMS Forest.
• Focus on implementation of energy reduction projects using
external consultant.
• Sustainability Ambassadors to be relaunched with new leadership
and resources to engage on all sites.
• Aim to improve ESG/Sustainability internal and external
communications in 2026. Guidance will be sought from new
Internal Communications Advisor.
• Audit work highlighted need to engage Supply Chain. Plan is to
commence work in 2026.
• Embed Code of Conduct across the Group, supported by refreshed
Corporate policies and training.
• Build on projects being developed between R&D and Sustainability.
sustainability
Key Strategic Priority
• Apply for and follow the Science Based
Targets initiative (‘SBTi’) in order to help
to lead the way to a Net-Zero economy,
boost innovation and drive sustainable
growth by setting ambitious, science-
based emissions reduction targets.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
19
Governance
Overview
Financial Statements
Strategic Report
Q&A with the Chief Executive Officer
AMS reported strong revenue growth of
29% for 2025, reaching £228.9 million.
What were the major contributors to
this performance?
Our growth in 2025 was primarily driven by the
full year impact of the July 2024 acquisition of
Peters Surgical and continued growth across key
product categories. A solid recovery in Woundcare
also played a positive role in the Group’s overall
results. This recovery helped balance headwinds
from Peters Surgical partner destocking and
underscores the effectiveness of our restructuring
efforts in this category.
How is the integration of Peters Surgical
and Syntacoll progressing, and are
operational synergies emerging?
The integration programme, which aims to deliver
£10 million of annual operational synergies,
remains firmly on track, and is expected to begin
contributing meaningfully from 2027 onward.
During the year, our dedicated integration team
— supported by external specialists and the
oversight and expertise of the Board — progressed
to the next phase of the integration plan. This
phase required several difficult but necessary
decisions to ensure we create a streamlined,
scalable, and future-ready manufacturing
footprint.
As a result, potential site closures were
announced internally in January 2026, with
provisional closure dates for the affected sites
expected to be in 2027.
These changes will simplify our operational
footprint, enhance efficiency, and ensure we
are optimally positioned to support the Group’s
long- term growth ambitions.
Guided by our new purpose, our
strategy is delivering through an
expanded portfolio, improving
efficiencies and growing global
presence, as we enter 2026
well positioned to continue
building momentum.
Chris Meredith
Chief Executive Officer
well positioned
£228.9m
Revenue
2024: £177.5m
£33.9m
Adjusted profit before tax
2024: £29.4m
to continue building momentum
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
20
Governance
Overview
Financial Statements
Strategic Report
Q&A with the Chief Executive Officer continued
How has the acquisition of Peters
Surgical supported commercial
synergies?
The acquisitions have significantly expanded
our global footprint, enhancing distribution
channels and supporting our direct to market
strategy. This expanded presence aligns with
our long-term growth ambitions in high-value
surgical markets.
Commercial synergies are already contributing
to growth within the enlarged Group, for
example: LiquiBand®XL has gained traction
among specialist cardiovascular surgeons
for sternotomy closure; GENTA-Coll has been
introduced through Peters’ distribution channels;
and AMS legacy products are now able to
access new direct sales territories.
The Board remains confident in the £5–10
million incremental revenue target for
commercial synergies within five years of
the acquisition.
AMS has signalled confidence in
achieving another strong performance
in 2026. What drives this optimism?
We have a strong pipeline of commercial
opportunities, supported by our expanded
portfolio, growing global footprint and early
commercial synergies across the Group.
Our newly aligned Purpose, Mission and
Values are helping sharpen our strategic focus
and strengthen alignment across the business.
Integration continues to progress well, and we
remain on track to deliver the expected margin
improvements next year. Overall, we are well
positioned to drive sustained growth, margin
expansion and long-term value creation.
How does AMS ensure ethical and
resilient supply chain practices across
its expanding footprint?
One enlarged Group ESG team has been in place
since 2024 and exists to optimise advancements
in this area. We embed sustainability and ethics
across procurement systems and partner
engagement. This includes rigorous oversight
of material sourcing, supplier conduct, and
environmental standards to ensure consistency
across all geographies.
Our ESG strategy specifically addresses
environmentally responsible manufacturing,
lifecycle impacts of products, and long-
term sustainability of materials. Metrics and
commitments are detailed in the ESG section of
the Annual Report on Pages 39 to 47.
This year the Group undertook a
comprehensive refresh of its Purpose,
Mission and Values. What prompted
this exercise, and how will the updated
framework support AMS’s long term
strategic goals?
Our decision to refresh our Purpose, Mission
and Values reflects the significant evolution of
AMS in recent years. As we have expanded our
portfolio, integrated new businesses and grown
our global footprint, it became essential to align
the entire organisation behind a clearer, more
forward-looking strategic framework.
The updated framework sharpens our focus,
strengthens cultural alignment across our
expanded teams, and ensures that our growth
ambitions, investment decisions and innovation
priorities are all guided by a common purpose.
Ultimately, it positions us to execute more
effectively, integrate more efficiently and deliver
sustained long term value for our shareholders.
Q&A with the Chief Executive Officer
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
21
Governance
Overview
Financial Statements
Strategic Report
Key Performance Indicators
2024
2025
2023
2022
2021
43%
2%
10%
29%
78%
29%
2024
2025
2023
2022
2021
16%
12.3%
-10%
8%
2024
2025
2025
2023
2022
2021
7.3%
6.3%
2.4%
9.9%
8.6%
2024
2023
2022
2021
2.4%
4.3%
3.7%
0.1%
The Group has a range of Key Performance Indicators (‘KPIs’) which are used to monitor
Group performance and measure progress against our strategy.
Financial KPIs
% of revenue spend
on R&D and Innovation
6.3%
Revenue movement at
constant currency %
29%
Adjusted2 diluted earnings
per share (‘EPS’) movement %
12.3%
Year-over-year change in our
average standard cost %
2.4%
Definition
Spend on R&D, Innovation & Regulatory
Affairs as a % of sales in the financial year.
Strategic linkage
As a developer of innovative and
technologically advanced products,
investing resources in this area is
critical to fulfilling the strategic goals
of the business.
Progress made in the year
The Group incurred £14.5 million of gross
R&D spend in 2025 (2024: £12.9 million).
This increase in gross R&D spend
represented 6.3% of sales (2024: 7.3%),
maintaining investment in innovation
and in meeting the increasing regulatory
standards.
Definition
Net revenue (% movement) adjusted for
constant currency1.
Strategic linkage
Revenue growth is a key factor in providing
long-term value for our shareholders and
demonstrates the successful execution
of the Group’s strategy.
Progress made in the year
Group revenue increased by 29% at
constant currency to £228.9 million
(2024: £177.5 million), driven by the full
year impact of the July 2024 acquisition
of Peters Surgical and continued growth
across key product categories.
Definition
Movement in adjusted2 diluted EPS
achieved in the year.
Strategic linkage
EPS growth is a measure of financial
progress and an important factor in our aim
of providing value for our shareholders.
Progress made in the year
Adjusted diluted earnings per share
increased by 12.3% to 11.74p
(2024: 10.45p).
Definition
Measures the change in standard cost base3
against prior year.
Strategic linkage
Controlling our product standard costs
is important for the sustainability of the
Group and demonstrates the successful
execution of our strategy.
Progress made in the year
The standard cost base increased by
2.4% in 2025 (2024: 2.4%) due to ongoing
inflationary factors. Whilst energy and
raw material inflation have generally
reduced, the Group continues to invest in
its employees through increased inflation-
related remuneration.
Strategic pillars:
Portfolio
Footprint
Expertise
People and Culture
Sustainability
1. Constant currency removes the effect of
currency movements by re-translating the
current year’s performance at the previous
year’s exchange rates.
2. Reconciled in Note 12 of the Financial
Information.
10%
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
22
Governance
Overview
Financial Statements
Strategic Report
Key Performance Indicators continued
2024
2025
2023
2022
2021
11%
13%
13%
10%
Employee
attrition %
13%
% of sales from new products
launched in the previous five years
6.5%
Customer service
(OTIF) %
92%
Definition
The % of employees who have left the
Group during the year (gross number
of leavers).
Strategic linkage
Reasonable levels of employee turnover
are important for the future success of the
business and to help to embed its culture.
It can be considered beneficial, supporting
new ideas and to introduce best practices
from outside the Group.
Progress made in the year
AMS continues to attract quality talent
and attrition increased to 13% (2024:
11%), reflecting slightly higher attrition at
some sites acquired in 2024. Employee
engagement, communication, growth and
career development opportunities created
by recent acquisitions, are expected to keep
attrition at manageable levels.
Definition
This is a measure of the % of sales
the Group is generating from products
launched in the five years prior to that year.
Strategic linkage
Development and commercialisation
of new products to address unmet
patient needs and grow the business is a
fundamental part of our strategy.
Progress made in the year
In recent years, it has been necessary
to invest significant R&D resource in
order to meet Medical Device Regulation
(MDR) requirements. This has resulted
in a reduction in new product sales in the
previous five years to 6.5% (2024: 9.8%).
As we approach the end of the MDR
investment period, we expect this trend to
reverse in the coming years.
Definition
On-Time-In-Full (‘OTIF’) is a measure of
whether we delivered on our commitment to
provide excellent service to our customers.
Strategic linkage
High OTIF ensures that patients have
access to our products and enable us
to retain customers, meet contractual
commitments and protect growth.
Progress made in the year
OTIF improvements were delivered
predominately across Traditional Closure
and Biosurgicals with Syntacoll’s collagen
expertise helping to address quality and
capacity issues at the Nuremberg facility,
resulting in an improvement to 92%
(2024: 90%).
1. Constant currency removes the effect of
currency movements by re-translating
the current year’s performance at the
previous year’s exchange rates.
2. Reconciled in Note 12 of the Financial
Information.
12%
Financial KPIs
Non-Financial KPIs
2024
2025
2023
2022
2021
9.8%
6.5%
15.4%
12.8%
12.4%
2024
2025
2023
2022
2021
90%
92%
87%
88%
88%
Strategic pillars:
Portfolio
Footprint
Expertise
People and Culture
Sustainability
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
23
Governance
Overview
Financial Statements
Strategic Report
Operating Review
Summary
The Group delivered a strong financial performance for the 12 months to 31 December 2025, supported
by continued growth across the Surgical and Woundcare businesses and, for the first time, a full year of
contribution from Peters Surgical. As further commercial and operational efficiencies are realised, and
as key new product approvals are granted, the Board anticipates continued growth across the business
in both 2027 and 2028.
Surgical Business Unit
Revenue increased to £183.5 million (2024: £135.8 million) during the Period, an increase of 36% on a
constant currency and 35% on a reported basis.
Surgical Business Unit
2025
£ million
2024
£ million
Reported
Growth
Change at
constant
currency
Advanced Closure
47.8
43.4
10%
12%
Internal Fixation and Sealants
8.3
8.0
4%
3%
Sutures, Clips and VTO
82.7
50.4
64%
64%
Biosurgical Devices
27.8
22.6
23%
22%
Other Distributed
16.9
11.4
48%
48%
Total
183.5
135.8
35%
36%
Advanced Closure
Advanced Closure
2025
£ million
2024
£ million
Reported
Growth
Change at
constant
currency
Americas
29.4
26.9
10%
13%
Rest of World
18.4
16.5
11%
11%
Total
47.8
43.4
10%
12%
A strong year supported by growth
across both the Surgical and
Woundcare businesses, as well as
a full‑year contribution from Peters
Surgical, positions the Group well for
continued growth as efficiencies and
product approvals progress.
Ross McDonald
Chief Commercial Officer
strong momentum
supported by a robust pipeline that supports multi-year growth
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
24
Governance
Overview
Financial Statements
Strategic Report
LiquiBand® revenues increased by 12% in the
year to £47.8 million (2024: £43.4 million) on
a constant currency basis and 10% on a
reported currency basis, driven by continued
global growth.
LiquiBand® continued to perform strongly in
the United States, growing by 10% to £29.4
million (2024: £26.9 million) and with constant
currency growth of 13%. This reflects the
ongoing successful commercial execution by
our channel partners and their ongoing focus
on these key strategic products. LiquiBand®XL,
the long-wound closure device, further
enhances AMS’s competitive position in the US,
and our increasing pipeline of new evaluations
and market wins gives us confidence that we
will continue to take share in this large wound
closure market segment.
Operating Review continued
As previously guided, the first half of 2025
benefited from additional partner orders linked
to changes in their distribution footprint and
hence represents a strong comparator for
H1 2026.
Outside the US, revenues were up 11% at
reported and constant currency to £18.4
million (2024: £16.5 million). In the APAC
region, market share gains were achieved as
LiquiBand® continued to displace the market
leader across the region and was launched into
India via the local sales force that came with the
Peters Surgical acquisition. We also launched
LiquiBand®XL into Australia and South Korea. In
Europe, commercial synergies supported overall
LiquiBand® growth, including notable success
in Peters’ legacy network of cardiac surgeons
helping to build LiquiBand®XL momentum in
sternotomy closures.
Internal Fixation and Sealants
As previously reported, partner sell-down of
the launch inventory of US LIQUIFIX® impacted
recorded revenue for the year. However,
shipments did significantly increase in Q4
2025 with multiple months of record end-user
sales revenue. The establishment of AMS’s
dedicated Hernia Clinical team, with partner
TelaBio, has already contributed to stronger end
sales performance. Activity in Q4, supported
by approvals from three of the largest Group
Purchasing Organisations, demonstrated
accelerating adoption, new user onboarding
and deeper market penetration. IFABOND®
line extensions remain on track for an initial
European launch in 2027.
Clinical adoption of the SEAL-G® device
continues to progress, with early users gaining
confidence and experience in this innovative
intestinal sealant technology. Initial revenues,
while starting from a modest base, are beginning
to show very positive momentum.
Encouraging clinical evidence continues to
emerge from multiple sources including:
•
A retrospective follow-up of the 2021, 167
patient, initial clinical study demonstrated
improved efficacy with the SEAL-G®
treatment group (n=79) with a leakage rate
of 1.3% compared with 5.7% in the control
group (n=88).
•
Certain KOLs are no longer routinely
resorting to stoma formation in bowel
surgery, given their increasing confidence
in the patient and economic benefit arising
from their use of SEAL-G®.
•
Encouraging early results arising from the
ongoing pancreatic clinical study, currently
at 45 patients.
Building on this positive clinical momentum, AMS
is in the late stages of a grant approval process
for a large, pivotal, randomised controlled trial to
evaluate the efficacy of SEAL-G® in preventing
or reducing anastomotic leaks in patients
undergoing colorectal surgery. Such a study
would be critical in establishing the technology
as a future standard of care in gastrointestinal
surgical resection.
Good progress has been made in the
development of the second-generation SEAL-G®
device, which has reached an important
milestone with engineering efforts successfully
delivering a simplified design that no longer
requires an external gas supply or regulator.
As this optimisation phase nears completion,
AMS remains confident that this new version is
on track for a European filing in 2027. As at 31
December 2025, the amortised carrying value
of the capitalised development costs was
£5.0 million.
Sutures, Clips and VTO
Revenues grew strongly during the year,
increasing by 64% at constant and reported
currency to £82.7 million (2024: £50.4 million).
Proforma revenues, which consider performance
on the basis of a full-year of revenue from Peters
Surgical in the prior year, were flat during the year,
as continued end-user sales growth was offset by
the normalisation of distributor inventory levels
following the acquisition of Peters Surgical, which
is not expected to fully unwind until mid-2026.
Significant advances were made in the project
to harmonise RESORBA® and Peters’ suture
operations during the year through supply chain
simplification and product portfolio optimisation.
This will improve the efficiency of the business
and strengthen the foundation for long-term
growth. Regulatory, Quality, and R&D teams have
been successfully merged into unified functional
structures across all manufacturing sites, further
enhancing synergy and alignment.
End-user sales growth was supported by
successful cross-portfolio launches, with
cross-selling between marketing teams. B2B
performance during the year was impacted by
some partners reducing their inventory from
the unusually high levels held at the time of the
Peters acquisition. Inventory levels are expected
to have normalised by the middle of 2026.
In the US, the majority of our suture product
ranges have now secured regulatory clearance,
and commercial momentum is beginning to
build. However, the approval process for a
specialised portfolio of cardiovascular sutures
is still ongoing, with authorisation now expected
in 2027. AMS’s sutures positioning is anchored
in our specialist cardiovascular range and
our ability to offer a high-quality alternative at
competitive price points. Early US commercial
momentum in approved product lines provides a
platform for accelerated growth as the full range
gains clearance.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Operating Review continued
Biosurgical Devices
Revenues increased by 23% to £27.8 million at reported currency (2024: £22.6 million) and 22% at
constant currency.
This strong performance was supported by increasing demand for RESORBA® antibiotic collagens
and new product approvals across APAC and LATAM. The smooth transition of Syntacoll supply
contracts also contributed positively. Enhanced manufacturing efficiency further supported this
momentum, with Syntacoll’s specialist expertise significantly improving operational capability and
supporting the business’s ability to meet increased demand.
The Group continues to make strong progress in preparing its collagen portfolio for entry into the US
market, which represents a significant long-term growth opportunity. The Company’s first US collagen
approval, for a dental cone, was secured in 2025, with a further approval expected in 2026 that will
drive commercial revenues. Additional US submissions for a broader range of non-antibiotic, surgical
collagen products remain on track, with approvals anticipated from 2027 onwards.
The next generation Freeze Dried Bone Substitute (‘FDBS’) also represents a substantial opportunity
for the Biosurgical business in the US and Europe. Its highly differentiated cohesiveness, mouldability
and capacity to mix with various biological fluids reinforce its position to deliver meaningful
improvements in bone regeneration. Initial evaluation studies are underway, and EU and US regulatory
approval of the non-drug loaded version of this technology is anticipated in 2027.
Other Distributed Products
Revenues increased to £16.9 million during the year (2024: £11.4 million), growth of 48% at reported
and constant currency, driven by the annualisation of Peters Surgical during the year.
Innovation
Product innovation remains a key focus for the Group, with a number of key product approvals
anticipated in 2026 and 2027 as summarised in the table on Page 11.
Integration and Synergies
Following the successful integration of key function teams from AMS and Peters Surgical in 2024,
the enlarged Group is working well under its unified structure. The acquisition of Peters Surgical on
1 July 2024 contributed revenue of £74 million to the AMS Group during the year.
The programme to deliver commercial synergies is progressing well as established direct sales
teams benefit from larger product portfolios, driving the potential to deliver incremental annual
revenues towards the upper end of our target range of £5 million to £10 million from mid-2029.
Building on some initial successes with increased direct selling, we are evaluating opportunities
for further transitions in certain key markets, which could include some one-off costs.
The integration programme to deliver £10 million of annual operational synergies from 2027 is
progressing to plan. Potential site closures were announced internally in January 2026, with four
sites in Germany and one site in Czechia expected to close in March 2027. The financial impact of
site closures is subject to variations and is being assessed on an ongoing basis.
Woundcare Business Unit
Woundcare Business Unit
2025
£ million
2024
£ million
Reported
Growth
Change at
constant
currency
Infection and Exudate Management
42.1
36.9
14%
15%
Other Woundcare
3.3
4.9
-31%
-30%
Total
45.4
41.8
9%
9%
Revenues increased by 9% to £45.4 million (2024: £41.7 million) on a reported and constant currency
basis as OEM dressings and bulk materials projects delivered growth.
The restructuring of the Woundcare business in Q1 2025 successfully achieved the targeted cost
savings, while the new focus on higher-margin business has strengthened the overall mix and
profitability. The successful negotiation of a number of major, long-term supply agreements has
contributed significantly to annual growth, with other discussions nearing completion.
Infection and Exudate Management revenue increased by 14% at reported currency and 15% at
constant currency to £42.1 million (2024: £36.9 million), as we implemented our strategy to focus
on more profitable product categories.
Other Woundcare declined to £3.3 million (2024: £4.8 million) due to the declining
Organogenesis royalty.
Ross McDonald
Chief Commercial Officer
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Financial Review
Summary
IFRS reporting
To provide the clearest possible insight into
our performance, the Group uses alternative
performance measures. These measures
are not defined in International Financial
Reporting Standards (‘IFRS’) and are, therefore,
considered to be non-GAAP (Generally Accepted
Accounting Principles) measures. Accordingly,
the relevant IFRS measures are also presented
where appropriate. AMS uses such measures
consistently at the half-year and full-year. The
measures used in this statement include constant
currency revenue growth, adjusted operating
profit, adjusted profit before tax, adjusted EBITDA
and adjusted earnings per share, allowing the
impact of exchange rate volatility, exceptional
items, unwind of inventory fair value accounting,
amortisation, and the movement in long-term
acquisition liabilities to be separately identified.
Net debt/cash are an additional non-GAAP
measure used to provide a useful overview of the
Group’s financial position. A comprehensive list
of non-GAAP measures can be found on Page 156
alongside additional information including the
reconciliation of non-GAAP measures to
statutory measures.
Overview
Revenue increased by 29% at constant and
reported currency to £228.9 million
(2024: £177.5 million).
Adjusted gross margin was slightly higher at 53.4%
against prior year adjusted gross margin of 53.1%,
driven by increased volumes and operational
improvements. This margin growth is despite the
dilutive impact of acquisitions, which have a slightly
lower gross margin than the Group’s average,
as well as the reduced Organogenesis royalty.
Adjusted gross margin in the prior year excludes the
impact of the IFRS 3 fair value accounting following
the acquisition of Peters Surgical which increased
inventory valuation and resulted in higher cost of
goods sold in the second half of the year and was
treated as an adjusted item (2024 reported gross
margin: 52.2%).
Administration expenses before exceptional
items increased to £90.5 million (2024: £69.0
million) due to the addition of Peters Surgical
which incurred approximately £33 million of
administration expenses (2024: £16 million).
Included within administration expenses is £10.3
million (2024: £7.8 million) of amortisation of
acquired intangible assets which grew due to the
annualisation of the acquisition of Peters Surgical
in July 2024.
The remaining increase in administration
expenses in the year relates to increased
distribution costs following the implementation
of tariffs in the US, increased sales and marketing
activity and expenditure in Research, Development,
Regulatory and Clinical as the Group continues
to invest in growth opportunities and increased
amortisation of development costs which is
increasing as the Group achieves additional levels
of MDR certification.
Record Group revenue and EBITDA
with strong organic growth across
core categories, strong cash
generation and disciplined capital
allocation are expected to support
further deleveraging while maintaining
investment in innovation and
manufacturing optimisation.
Eddie Johnson
Chief Financial Officer
record revenue + EBITDA
with strong organic growth across core categories
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Overview
Financial Statements
Strategic Report
Financial Review continued
Exceptional items
2025
£’000
2024
£’000
Integration-related
5,145
1,927
Restructuring
660
Peters acquisition-related
–
5,090
Risk management
–
2,017
Syntacoll
–
1,890
Total exceptional items
5,805
10,924
Exceptional items of £5.8 million were incurred in the year in relation to the Group’s transformation
projects following the prior year acquisition of Peters Surgical and Syntacoll. These projects have
been deemed exceptional in nature and have resulted in significant costs being incurred whilst the
related benefits will only be yielded in future periods and as a result the Group’s performance has
been summarised including and excluding these costs to give additional information to the users
of the financial statements. Integration-related costs predominately relate to consultancy services
to lead the integration project as well as the costs of an internal dedicated integration team and
other relevant integration activities. Restructuring costs relate to costs incurred reorganising certain
operations and are primarily employee-related.
In the prior year, £10.9 million of exceptional costs were incurred. Syntacoll exceptional costs related
to legal fees, staff termination costs, an initial idle period when no manufacturing was undertaken,
and some integration-related costs. Risk management exceptional costs related to foreign currency
risk management costs to protect against adverse movements in the Euro rate whilst the Group
awaited FDI approval to complete the acquisition of Peters Surgical. Risk and warranty insurance
was also obtained. Acquisition-related costs included costs for advisory services, legal, financial, tax,
HR and operational due diligence services, as well as legal services relating to the share purchase
agreement and related banking facility required as part of the acquisition funding.
The Group incurred £14.5 million of gross R&D spend in the year (2024: £12.9 million), representing
6.3% of Revenue (2024: 7.3%), maintaining investment in innovation and in meeting the increasing
regulatory standards. As shown in the table below, part of this cost is capitalised and amortised over
the following five to ten years, with the amount capitalised being consistent as lower MDR capitalised
spend is offset by increased capitalisation relating to the development of FDBS.
R&D, Regulatory and Clinical expenditure
2025
£’000
2024
£’000
Total investment in R&D Regulatory and Clinical
14,480
12,922
Of which:
Charged to the profit and loss account
10,349
8,807
Capitalised, to be amortised over 5 – 10 years
4,131
4,115
Other operating income reduced to £0.7 million (2024: £0.9 million) and relates to R&D claims in the
UK and Ireland.
In the year, finance income declined to £0.2 million (2024: £2.2 million), as the majority of funds
held on deposit in the first half of 2024 were used to fund the acquisition of Peters Surgical. Finance
costs increased to £5.1 million (2024: £3.6 million) as a result of the full year impact of the Group’s
borrowing facility following the prior year acquisition of Peters Surgical.
A finance cost of £nil was recorded in relation to movements in long-term acquisition liabilities (2024:
credit of £0.9 million recorded in finance income).
Adjusted EBITDA which consists of earnings before finance costs, tax, depreciation and amortisation
as well as excluding exceptional items and the unwind of inventory fair value accounting increased
by 24% to £49.9 million (2024: £40.2 million) reflecting the growing profitability and operating
performance of the Group.
Reconciliation of profit before tax to adjusted EBITDA
2025
£’000
2024
£’000
Profit before tax
17,783
9,823
Finance income and costs
4,879
1,396
Amortisation
13,361
9,849
Depreciation
8,036
6,453
Exceptional items
5,805
10,924
Unwind of inventory fair value accounting
–
1,726
Adjusted EBITDA
49,864
40,171
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Adjusted profit before tax which excludes amortisation of acquired intangibles, exceptional items, the
unwinding of inventory fair value accounting and movements in long-term liabilities recognised on
acquisition, increased by 15% to £33.9 million (2024: £29.4 million) whilst the adjusted PBT margin
decreased by 170 bps to 14.8% (2024: 16.5%) as a result of the dilutive impact of the Peters Surgical
acquisition and associated borrowing costs.
Reported profit before tax increased by 81% to £17.8 million (2024: £9.8 million) as a result of
significant acquisition-related exceptional items in the prior year, as well as the full-year impact of the
Peters Surgical acquisition.
Reconciliation of profit before tax to adjusted profit before tax
2025
£’000
2024
£’000
Profit before tax
17,783
9,823
Amortisation of acquired intangibles
10,313
7,804
Exceptional items
5,805
10,924
Movement in long-term acquisition liabilities
42
(868)
Unwind of inventory fair value accounting
–
1,726
Adjusted profit before tax
33,943
29,409
The Group’s adjusted effective income tax rate, reflecting the blended tax rates in the countries where
we operate and including UK patent box relief, increased to 24% (2024: 22%) due to the impact of
certain loss-making entities within the Peters Surgical group. Reported income tax increased to 43%
(2024: 27%) due to the movement in deferred tax on acquired intangible assets.
Adjusted diluted earnings per share increased by 12% to 11.74p (2024: 10.45p) and diluted earnings
per share increased by 39% to 4.52p (2024: 3.25p), reflecting the Group’s increased earnings.
Reflecting its confidence in the Group’s prospects, the Board is proposing a final dividend of 2.01p per
share (2024 final dividend: 1.83p), to be paid on 26 June 2026 to shareholders on the register at the
close of business on 29 May 2026. This follows the interim dividend of 0.85p per share (2024 interim
dividend: 0.77p) paid on 24 October 2025 and would, if approved, make a total dividend for the year of
2.86p per share (2024: 2.60p), an increase of 10%.
Financial Review continued
Operating result by business segment
Surgical
£’000
Woundcare
£’000
Year ended 31 December 2025
Revenue
183,451
45,485
Segment operating profit
26,530
2,912
Amortisation of acquired intangibles
9,373
940
Adjusted segment operating profit1
35,903
3,852
Adjusted operating margin1
19.6%
8.5%
Adjusted EBITDA
44,671
6,168
Adjusted EBITDA margin2
24.4%
13.6%
Year ended 31 December 2024
Revenue
135,768
41,753
Segment operating profit
23,268
1,664
Amortisation of acquired intangibles
6,864
940
Adjusted segment operating profit1
30,132
2,604
Adjusted operating margin1
22.2%
6.2%
Adjusted EBITDA
36,466
4,768
Adjusted EBITDA margin2
26.9%
11.4%
1 Adjusted for amortisation of acquired intangible assets and excludes exceptional items and the unwind of inventory fair
value accounting.
2 Reconciled on page 156 and excludes the impact of exceptional items, depreciation, amortisation, interest and taxation.
The above table is reconciled to statutory information in Note 3 of the financial information.
Surgical
Surgical revenues increased by 35% to £183.5 million (2024: £135.8 million) at reported currency
and by 36% at constant currency. Adjusted operating margin decreased by 260 bps to 19.6% (2024:
22.2%) due to the dilutive impact of Peters Surgical at an operating margin level. The annualisation of
the low-margin Syntacoll business is also impacting adjusted operating margin.
Woundcare
Woundcare revenues increased by 9% to £45.4 million (2024: £41.8 million) at reported currency and
constant currency. Adjusted operating margin increased by 230 bps to 8.5% (2024: 6.2%) due to the
factors noted in the Operating Review.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Financial Review continued
US tariffs
The Group continues to monitor US tariff rates. Under current tariff conditions, the previously
estimated impact of US tariffs of £1–2 million is not expected to significantly change.
Currency
The Group hedges significant currency transaction exposure by using forward contracts and aims
to hedge approximately 80% of its estimated transactional exposure for the next 18 months. In the
financial year, approximately one half of sales were invoiced in Euros and approximately one quarter
were invoiced in US Dollars. Following the acquisition of Peters Surgical, the Group also has an
increased manufacturing presence in Thailand, increasing exposure to Thai Baht.
The Group estimates that a 10% movement in the £:US$ or £:€ exchange rate will impact Sterling
revenues by approximately 2.5% and 4.8% respectively and, in the absence of any hedging, this
would have an impact on the Group operating margin of 1.6 and 0.2 percentage points respectively.
In the absence of any hedging movements in the Pound Sterling to Thai Baht exchange rate, a 10%
movement in the exchange rate will impact Group operating margin by 0.5 percentage points.
Cash flow
Net cash inflow from operating activities in the year was £32.6 million, an increase on the prior year
(2024: £19.5 million) due to increasing operational performance and as a result of the acquisition of
Peters Surgical.
Working capital increased during the year. Inventory cover increased to 7.4 months of supply (2024:
6.0 months) which is driven by supply chain planning to manage the transition plan as part of the
Group’s transformation project. Receivables in the prior year were higher than typical levels and have
reduced this year despite increased sales. As a result, debtor days have decreased to 45 days (2024:
53 days). Creditor days were in line with prior year at 35 days (2024: 35 days).
Net cash used in investing activities in the year was £13.3 million (2024: £67.1 million), a significant
decrease on the prior year which included the acquisition of Peters Surgical. The current year
investing activity largely relates to capital investment in equipment, R&D and regulatory costs of
£12.6 million (2024: £8.7 million) as a result of the full year impact of Peters Surgical and investment
in the Group’s transformation project.
£1.1 million of cash outflows relating to payment of contingent consideration occurred and relates
to the achievement of the final EBITDA milestone for AFS triggering a £0.4 million payment, as well
as £0.7 million relating to the Peters Surgical acquisition following partial achievement of the gross
margin and inventory conditions. The US regulatory approvals or tax conditions were not achieved
within the required time resulting in £nil fair value being required at 31 December 2025
(2024: £5.5 million).
Cash outflow relating to taxation remained consistent at £5.3 million (2024: £5.1 million).Net cash
outflow from financing activities in the year was £19.0 million (2024: received £5.5 million) as net
repayments of borrowings were £5.6 million (2024: net inflow of £17.3 million).
The Group paid the final dividend for the year ended 31 December 2024 of £4.0 million in July 2025
(for the year ending 31 December 2023, £3.6 million in June 2024), and the interim dividend for the six
months ended 30 June 2025 of £1.8 million in October 2025 (for the six months ended 30 June 2024:
£1.6 million in October 2024).
At the end of the year, 31 December 2025, as a result of the above movements, the Group had net
debt of £50.5 million (31 December 2024: net debt of £55.8 million). Further reductions in net debt
were restricted by exceptional items and investment in integration activities to drive long-term
synergies following our transformational acquisition which includes capital and inventory investment
in the year.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
30
Governance
Overview
Financial Statements
Strategic Report
Non-Financial Reporting Statement
This Annual Report contains the information required to comply with the Companies, Partnerships
and Groups (and Non-Financial Reporting) Regulations 2016, as contained in sections 414CA and
414CB of the Companies Act 2006. The table below provides key references to information that,
taken together, comprises the Non-Financial Reporting Statement for 2025.
Reporting requirement
Group Policies that
guide our approach
Information and risk management,
with page references
Environmental
matters
• Environmental Policy
• Ethical Sourcing Policy
• ESG Policy
Reporting environmental impact/SECR
disclosures – Page 59
Employees and
social matters
• Code of Conduct
• Equality, Diversity and
Inclusion Policy
• Community Support
• Health & Safety Policy
• Environmental Policy
• Ethical Sourcing Policy
Reporting on our environmental impact –
Pages 59 to 60
Our Business Model – Page 06
Risk Management – Pages 32 to 38
Stakeholder Engagement – Pages 61 to 64
Our Strategy – Pages 7 to 19
Respect for
human rights
• Anti-Slavery Policy
• Ethical Sourcing Policy
• Modern Slavery Act Policy
• Whisleblowing Policy
Corporate Governance Report –
Pages 65 to 98
Reporting requirement
Group Policies that
guide our approach
Information and risk management,
with page references
Anti-corruption and
anti-bribery matters
• Anti-Bribery & Fraud Policy
• Anti-Money Laundering
Policy
• Anti-Facilitation of Tax
Evasion Policy
• Gifts & Hospitality Policy
• Sanctions Policy
• Whistleblowing Policy
• Ethical Sourcing Policy
• Human Rights Policy
• Whistleblowing Policy
Audit Committee Report – Pages 81 to 84
Risk Management – Pages 32 to 38
Description of the business model
Our Business Model – Pages 06
Description of the principal risks in relation to the
above matters, including business relationships,
products and services likely to affect those areas
of risk, and how we manage the risks
Risk Management – Pages 32 to 38
Climate-Related Financial Disclosures (CFD)
CFD – Pages 48 to 60
Non-financial key performance indicators
Key Performance Indicators – Pages 22 to 23
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
31
Governance
Overview
Financial Statements
Strategic Report
Understanding and managing our risks maximises potential
opportunities to deliver our strategy and realise our Purpose.
AMS’s risk strategy recognises that trust is built by proactively
identifying and managing the risks that exist as a natural
consequence of doing business. We aim to further nurture
a positive risk culture, with business processes, training and
communications to ensure all team members understand their
role when it comes to managing risk.
In 2025 the Board embedded a process which
comprehensively reviews risks and mitigation plans based on
independent views from senior managers to assess our risk
landscape. As the integration process further accelerates,
risk management must continue to adapt to the needs of
the business.
Risk Management
managing our risks
To deliver our strategy and realise our Purpose
Risk and uncertainty are an inherent part of doing
business which could impact our business, brands,
assets, revenue, profits, liquidity and capital
resources. To meet our strategic objectives, build
shareholder value and promote our stakeholders’
interests, we must manage risk.
An effective and successful risk management
process balances risk and reward and is
dependent on the judgement of the likelihood
and impact of the risk involved. The Board,
through the Audit and Risk Committee, has overall
responsibility for ensuring there is an effective
risk management framework, which underpins our
business model.
In 2025, the Board introduced a structured,
senior‑led risk review process, which will continue
to evolve as integration accelerates and business
needs change.
The risk review process involves each senior
manager assessing risks in their own area
which are formally documented in a long-list of
risks which are categorised into a smaller list of
significant risks which forms the Risk Register
which is formally reviewed by the ExecCo and
Audit and Risk Committee. This process is
carried out at least twice annually. The plans
and actions assigned to the Executive Directors,
ExecCo and senior managers are reviewed to
ensure progress is being made with risk actions
and mitigation plans.
We believe that the policies, procedures and
monitoring systems that are in place are
sufficient to effectively manage the risks faced
by our business.
The Board has applied principles 28 and 29 of the
2024 UK Corporate Governance Code (‘Code’) by
establishing a continuous process for identifying,
evaluating and managing the significant risks
the Group faces, as outlined on Page 33 and
for determining the nature and extent of the
significant risks it is willing to take in achieving
our strategic objectives.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
32
Governance
Overview
Financial Statements
Strategic Report
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Risk Management continued
A robust, in-depth process is used to identify significant risks across the Group. This is a continuous process
carried out in accordance with the relevant provisions set out in the UK Corporate Governance Code.
Emerging risks
Emerging risks are developing risks that cannot yet be fully assessed but that could, in the future, affect the viability of our
strategy. We identify these risks by encouraging the reporting of potential risks up the organisation and discussing them
openly in specific Executive Committee (‘ExecCo’) and Senior Leadership Team (‘SLT’) Risk Reviews. We discuss whether
critical assumptions underlying the strategy are becoming, or have become, invalid. Risks are then either managed within
the organisation or elevated to the Risk Register for further discussion by the Audit and Risk Committee.
Internal Audit
Additionally, the Audit and Risk Committee is supported by a programme of Internal Audits. Internal Audit reports to the
Audit and Risk Committee on the progress of controls or process improvements following Internal Audit recommendations.
Identifying risks
A robust methodology is used to identify key risks across
the Group; in categories, operations and during projects.
This is an ongoing process in accordance with the Code.
Analysing risks
Once identified, risks will be evaluated to establish
root causes, financial and non-financial impacts and
likelihood. We use a scoring system to assess the
likelihood of a risk materialising and the potential
financial impact. The risks are prioritised in terms of
severity and a mitigation plan is prepared to reduce
each risk. Once controls and mitigating factors are
considered, the risk is reassessed and rescored
(mitigated score) to ascertain the net exposure.
Managing risk
The ExecCo, SLT and Audit and Risk Committee review
the Risk Register formally at least twice a year, assessing
whether the long-list of risks are still the most significant
facing the Group and whether new risks have arisen
or been identified. Effectiveness, adequacy of controls
and mitigating actions are assessed, and if additional
controls or actions are required, these are identified and
actions assigned. The Risk Register puts these risks into
a smaller number of categories and documents this.
Monitoring and reporting risk
The ExecCo is responsible for monitoring progress
to mitigate key risks. The risk management process
is continuous; key risks and risk mitigation plans and
progress are reported to and reviewed by the Audit and
Risk Committee, following the ExecCo and SLT’s review.
Governance
Overview
Financial Statements
Strategic Report
33
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Risk Management continued
An integrated top-down and bottom-up risk management process to assess our risk landscape is
carried out in accordance with the relevant provisions set out in the UK Corporate Governance Code.
Board
• Overall responsibility for
corporate strategy, governance,
performance, internal controls
and risk management.
• Identification, review and
management of identified Group
strategic risks.
• Defining risk appetite.
• Assessing the effectiveness of
the risk management processes
adopted across
the Group.
• Challenging the content of the
Risk Register.
Audit & Risk Committee
• Assessing the effectiveness of
the risk management processes
adopted across
the Group.
• Ensuring compliance with
financial and reporting
legislation, rules and regulations
and ensuring
the Annual Report is fair
and balanced.
• Monitoring compliance with
internal control systems and
co-ordinating Internal Audit.
• Monitoring and oversight of
Internal and External Audit.
Executive Committee
• Management of the business
and delivery of strategy.
• Identification and monitoring
of the key risk indicators,
taking action.
• Ensuring implementation of the
Group’s actions and mitigation
plans required to manage risk.
• Challenging the appropriateness
and adequacy of plans to
mitigate risk.
• Analysing the aggregation of
risk across the Group.
• Provision of cross-functional
resource to effectively
mitigate risk.
Senior Leadership Team/
Category General Managers
• Execution of actions associated
with managing risk.
• Timely reporting on the
implementation and progress of
agreed action plans.
• Identification and reporting of
strategic risks to the SLT.
• Implementation of a risk
management approach
which promotes the ongoing
identification, evaluation,
prioritisation, mitigation and
monitoring of operational risk.
Implementation and compliance responsibility
Monitoring and reporting responsibility
Informing
Reporting
Governance
Overview
Financial Statements
Strategic Report
34
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Risk Management continued
2
1
3
6
34
7
10
9
8
5
High
Low
Low
Low
Trend (net position of
risk vs 2024):
Strategic
1 Lack of growth
2 Increased business complexity
3 Poor ROI from R&D
4 Poor acquisitions/integration
Financial
5 Delivery against forecast
Operational
6 Supply chain/cost inflation
7 Regulatory compliance
8 Cyber-risk
9 Failure to supply market
10 People and organisation
11 Geopolitical
Static since 2024
Decrease from 2024
New risk for 2025
Increase from 2024
Risk Size
Risk heat map – Principal risks
While we continue to monitor and manage a wider range of risks, the risk heat map summarises
those risks considered to have the greatest potential impact if they were to materialise.
Medium
Small
Large
11
Governance
Overview
Financial Statements
Strategic Report
35
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Strategic risks
Risk
Potential impact
Key controls and mitigating factors
Trend
1
Lack of growth
• Income shortfall.
• Market capitalisation impacted.
• Reduced profit.
• Loss of competitive advantage.
• Loss of key partners.
• Cost increase.
• Significant growth potential from Peters Surgical commercial synergies.
• Significant growth potential from Syntacoll’s suite of US approvals.
• Growing internal development pipeline strengthened by recent acquisitions.
• Diversified approach reduces the impact on any one project, partner or product.
• Contract minima allow agreements to be renegotiated or terminated for poor performance.
• Evaluation of opportunities to broaden reach into new markets or adjacent sectors.
• Strong return to growth for Woundcare following restructuring.
—
2
Increased business
complexity
• Organisational complexity resulting
in lack of focus.
• Operational complexity re enlarged
suture portfolio.
• Reorganisation completed late 2024 created four focused global Business Units in 2025 based on product category.
• Suture branding and SKU rationalisation to be implemented as part of the Peters Surgical integration project.
• Corporate identity, together with Purpose, Mission and Values and refreshed Corporate Policies, accelerating integration.
• Site rationalisation will allow focus and resources on key, strategic sites.
—
3
Poor return on
investment from R&D
• Income shortfall.
• Market capitalisation impacted.
• Loss of competitive advantage.
• Loss of key partners.
• Loss of market share.
• Misidentification of new,
competitive technologies.
• Commercial value of products
not maximised.
• Impairment of assets.
• Growing internal development pipeline strengthened by recent acquisition.
• Growing development resource available for innovation as MDR workload continues to dissipate.
• Focusing on unmet needs and large market opportunities.
• Pipeline of new products/technologies identified to provide growth and differentiation.
• Marketing strategy to support partners and products.
• Investment in clinical research, personnel, symposia, and Key Opinion Leaders to foster new approaches.
• Project team established to further embed sustainability in R&D projects.
—
4
Poor execution and/or
poor integration
of acquisitions
• Impact on Group performance and
market capitalisation.
• Reputational loss.
• Dedicated Peters Surgical integration team to deliver key synergies relating to branding, product portfolio, manufacturing
and supply chain of sutures.
• New category structure embedded, further enabling maximisation of commercial synergies globally.
• Separate dedicated Syntacoll integration team to optimise collagen operations and accelerate US approvals.
• Site rationalisation moving into critical implementation phase.
• Commercial integration and synergies progressing.
Strategic linkage to risks
Portfolio
Footprint
Expertise
People and Culture
Sustainability
Risk Management continued
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
36
Governance
Overview
Financial Statements
Strategic Report
Risk
Potential impact
Key controls and mitigating factors
Trend
5
Delivering against
forecast
• Loss of income.
• Increased costs.
• Shortfall in profit.
• Market expectations missed.
• Market capitalisation impacted.
• Regular dialogue with investors, advisors and analysts.
• Robust annual budget process, ExecCo and Board reviews and monthly pragmatic bottom-up reforecasting.
• Monthly demand review and SOP process evolved to ensure cross-functional alignment, content and process.
• Ongoing cost inflation and other macroeconomic impacts (tariffs. E’er NI etc) make it increasingly challenging.
—
6
Supply chain/
cost inflation
• Inability to supply product.
• Loss of income.
• Shortfall in profit.
• Market expectations missed.
• Proactive management of supply chain.
• Improved forecasting and forward planning.
• Regular communication and forward ordering with suppliers.
• Contractual rights enforced with customers to minimise impact.
• Recovery of cost inflation from customers during annual contract negotiations.
• Geopolitical factors assessed regularly to plan for supply chain challenges.
7
Regulatory
compliance
• Inability to supply product.
• Product approvals and
launches delayed.
• Loss of product claims.
• Loss of reputation.
• Stringent regulatory regime with an experienced team.
• Regulatory strategy and additional resource to manage MDR assigned and ringfenced.
• Strong regulatory pathway to gain approvals.
• Work with partners and distributors to utilise local expertise.
• Strictly controlled Quality Management System.
—
8
Cyber-risk
• Systems and data compromised.
• Financial loss.
• Business interruption.
• Loss of reputation.
• Implementation of audit and testing recommendations.
• IT administrator access levels tightened.
• Increased segregation of duties.
• Cyber Security training for all employees.
• Extensive schedule of upgrades and threat analysis.
• Dedicated Cyber Security resource implemented.
• Established Cyber Security Council to oversee.
Risk Management continued
Strategic linkage to risks
Portfolio
Footprint
Expertise
People and Culture
Sustainability
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
37
Governance
Overview
Financial Statements
Strategic Report
Risk
Potential impact
Key controls and mitigating factors
Trend
9
Failure to supply
the market
• Inability to supply specific products.
• Increased cost of supply and
exposure to cost increases.
• Dual source key components wherever possible.
• Strong Vendor Risk Assessment process.
• Forward ordering and holding inventory prevent operational issues.
• Business Interruption Insurance in place.
• Working closely with suppliers and increasing audits.
• Focus on minimising back-order.
• Inventory build planning to minimise risks of site rationalisation.
—
10
People and
organisation
• Loss of key staff.
• Insufficient talent pool for
succession planning.
• Market conditions result in difficulty
filling open roles.
• New Purpose, Mission and Values launched for the enlarged Group in 2025.
• Implementing refined share award programme to be more in line with competitors to aid long-term
retention of employees.
• Senior leadership team (ExecCo) that has served for a long time and has considerable depth of knowledge.
Chief Operating Officer is new to role and ExecCo.
—
11
Geopolitical
• Inability to supply product.
• Loss of income.
• Shortfall in profit.
• Market expectations missed.
• Open lines of communication.
• Further flexible working implemented.
• Continuous monitoring of impact on site and ability to manufacture.
• Ongoing review of alternative manufacturing options.
• Management of US tariffs ongoing to minimise impact.
• Monitoring impact of the Conflict in the Middle East (Emerging risk – see below).
Emerging Risk – Conflict in the Middle East
As with all global businesses we are closely monitoring the potential impact of the conflict in the Middle East. It is unclear how long the conflict will last for, and what the short and longer-term impacts will be
on energy supply and costs, as well as any impact on supply chains, customers and travel. We have contracts in place to cover significant amounts of our energy, with a focus on sustainable sourcing, and our
customer base is diverse in terms of geography. We will continue to monitor the situation and make regular assessments of the potential impact on the business.
The Strategic Report has been prepared solely to provide information for shareholders to assess how the Directors have performed their duty to promote the success of the Group and contains forward-looking
statements. These statements are made by the Directors in good faith based on the information available to them up to the approval of this report and such statements should be treated with caution due to
the inherent uncertainties, including both economic and business risk factors, underlying any such information. The Group Strategic Report, which encompasses Pages 05 to 64 was approved by the Board
of Directors and signed on its behalf by:
Eddie Johnson
Chief Financial Officer
1 May 2026
Risk Management continued
Strategic linkage to risks
Portfolio
Footprint
Expertise
People and Culture
Sustainability
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
38
Governance
Overview
Financial Statements
Strategic Report
ESG Report
Message from the Board
As we continue to deliver results for our stakeholders,
we are committed to undertaking our business
responsibly and devoting significant time and
resource to our ESG strategy.
Building an innovative, sustainable and resilient
business is more important than ever in today’s
world. By focusing on the most important issues
facing the business, while integrating sustainable
business practices into our core processes, we will
continue to generate value for our stakeholders in
the long-term.
We monitor our progress through carefully selected
metrics which reflect the values of the Group,
developed by focusing on sustainability over a
number of years and assessing outputs from key
projects, including our Carbon Reduction Plan,
Carbon-related Financial Disclosures and ongoing
work on Corporate Sustainability Reporting
Directive (‘CSRD’).
The development of our Purpose, Mission and
Values in 2025 further reinforces our ESG Strategy.
Eddie Johnson
Chief Financial Officer & ESG Lead
1 May 2026
A ADVANCING SUSTAINABILITY
M MINIMISING ENVIRONMENTAL IMPACT
S SOCIALLY RESPONSIBLE
All sustainability activities have been
optimised and managed by a single
team across AMS. We believe this
will help to drive further
ESG activities to support AMS’s
long-term sustainable growth.
Eddie Johnson
Chief Financial Officer
Net Zero
Carbon target 2045
+ implementing the
Science -Based Targets Initiative
(SBTi) in 2026
AAA
MSCI rating increased to
in 2025
reinforcing
a sustainable and ethical approach in everything we do
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
39
Governance
Overview
Financial Statements
Strategic Report
ESG Report
Our approach
Ensure that ESG
is at the heart
of our business
8
ESG Principles
Offer our
employees a safe,
supportive working
environment with
a positive culture
Have a positive
impact on the
local communities
in which
we operate
Minimise
any negative
impact on
the environment
Operate in
an ethical and
responsible
manner
Uphold the
highest stand-
ards of corporate
governance and
responsibility
Contribute
to society by
developing products
to improve patient
outcomes
Build and
develop an ESG
reporting framework
with meaningful
targets
1
2
3
4
5
6
7
ESG Governance and Integration
Board-level consideration of ESG
• Covered in Board Agenda with regular updates
• Consideration of risks and opportunities
ESG Steering Committee
• ESG strategy &
implementation
• Disclosure & compliance
Sustainability Team
• Manage ESG projects
• Co-ordinate activities across
the Group
Audit & Risk Committee
• Risk management
• Financial statements
Board delegates ESG matters to Committees and teams
Senior Leadership Team
• Disseminate information and raise issues
• Enable ESG actions to be implemented at local level
Site Sustainability Ambassadors
• Drives sustainability and communicate ESG priorities
• Ensure each site understands what is expected
Executive Committee
• Operational responsibility
Operational Management
• Implement initiatives, policies and share best practice while meeting site-level targets
• Raise issues directly with management
Informing
Reporting
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
40
Governance
Overview
Financial Statements
Strategic Report
ESG Model
Our Purpose helps us to improve patients’ lives by aligning
and enabling ESG‑related initiatives that support responsible
decision‑making and long‑term value creation for our stakeholders.
p
o
li
c
y
p
r
o
d
u
c
t
p
l
a
n
e
t
p
e
o
p
l
e
Purpose:
We unite expertise
to improve
patients’ lives.
ESG Pillars
Planet
We are committed to minimising any negative impact
on the environment and upholding the highest
standards of corporate responsibility.
People
We are committed to having a positive impact on
the local communities in which we operate and
offering our employees a safe, supportive working
environment with a positive culture.
Product
We are committed to contributing to society by
developing products to improve patient outcomes.
Policy
We are committed to operating in an ethical
and responsible manner, upholding the highest
standards of corporate governance and to building
and developing an ESG reporting framework with
meaningful targets.
ESG Mission
Underpinned by our Values (Be Ambitious, Keep
it simple, Own it, Work together), our ESG mission
is to drive progress towards our Purpose: We
unite expertise to improve patients’ lives. Our
Purpose allows us to align and enable ESG-related
initiatives for the benefit of our stakeholders.
Governance
Overview
Financial Statements
Strategic Report
41
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
ESG Framework
Prioritising our Planet, People, Product and Policy Pillars
Our Approach
We are committed to operating our business in a responsible way, minimising our negative impacts and maximising our positive contribution
while promoting the sustainability of our business.
Our ESG Framework
Our ESG Framework is what makes us unique and identifies the key areas of focus to drive action on the most impactful areas to assure the future of our business for the longer term.
planet
people
product
policy
Principles
Principles
Principles
Principles
• Minimise any negative impact on
the environment.
• Uphold the highest standards of
corporate responsibility.
• Having a positive impact on the local
communities in which we operate.
• Offer our employees a safe,
supportive working environment
with a positive culture.
• Operate in an ethical and responsible
manner.
• Contribute to society by developing
products to improve patient outcomes.
• Uphold the highest standards of
corporate governance.
• Build and develop an ESG reporting
framework with meaningful targets.
Stakeholder engagement
Stakeholder engagement
Stakeholder engagement
Stakeholder engagement
• Communities and Environment.
• Supply Chain.
• Investors.
• Patients, Partners, Clinicians.
• Employees.
• Regulators.
• Supply Chain.
• Investors.
• Partners.
• Employees.
Commitments
Commitments
Commitments
Commitments
We are committed to minimising any
negative impact on the environment
and upholding the highest standards
of corporate responsibility.
We are committed to having a positive
impact on the local communities in which
we operate and offering our employees
a safe, supportive working environment
with a positive culture.
We are committed to contributing
to society by developing products to
improve patient outcomes.
We are committed to operating in
an ethical and responsible manner,
upholding the highest standards of
corporate governance and to building
and developing an ESG reporting
framework with meaningful targets.
Link to SDGs
Link to SDGs
Link to SDGs
Link to SDGs
Governance
Overview
Financial Statements
Strategic Report
42
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
ESG pillar
ESG focus areas
Our ambition
KPIs
2025
planet
Climate change
and emissions
Reducing our impact
on the environment.
• Net Zero by 2045.
• Reduce energy use at
our sites.
• Increase use of
renewable energy.
1. Total Scope 1 and 2
emissions (tCO2e)**
7,774
(2024: 7,654)
2. Total electricity
consumption (kWh)**
14,339,960
(2024:
14,976,820)
3. Percentage of electricity
from renewable
sources**
5%
(2024: 18%)
Circular
economy
Make the most
efficient use of
material resources
across our business.
• Minimise waste to
landfill and increase
recycled waste.
• Reduce water use
at our sites.
• Operate at or
work towards
Environmental
Management
Standards ISO 14001.
1. Total waste (tonnes)**
1,432.9
(2024: 910.8)
2. Waste to landfill
(%)
N/A
(2026 metric)
3. Water usage (m3)**
100,627
(2024:
56,600)
Social and
community
engagement
Engage our wider
community to
achieve sustainable
outcomes.
1. Establish an approximate
KPI for community
engagement
2. Amount donated to
charitable causes
or sponsorship
N/A
(2026 metric)
£52,371
(2024:
£93,563)
ESG pillar
ESG focus areas
Our ambition
KPIs
2025
people
Health and
safety
Working to be
injury free.
1. H&S:
IFR (Injury Frequency Rate
– Number of injuries per
1,000,000 hours worked)*
41.14
(2024: 42.29)
Target: 40.17
2. Fatalities**
0 (2024: 0)
Talent and
workforce
development
Where employees feel
valued, invested in and
want to recommend
AMS as a great place
to work.
1. Employee Engagement
Score* (positive or neutral
responses based on
external benchmark)
based on the external
benchmark of our
Engagement Score
N/A
(2024: N/A.
2024: 83%)
2. Total employees
turnover*
13%
(2024:11%)
3. Number of training
hours per employee
N/A
(2026 metric)
Equality,
Diversity and
Inclusion
Equality, Diversity
and Inclusion are key
aspects of integration
and sustainable
growth.
1. Gender diversity**
Male: 45%
Female: 55%
(2024: Male :
46%, Female:
54%)
Ethical conduct
and integrity
Operate with integrity
and respect to
regulation and laws
in all dealings.
1. Proportion of eligible
employees who received
Business Ethics training
N/A
(2026 metric)
2. Total number of
investigated breaches
of Code of Conduct
N/A
(2026 metric)
3. Reported incidents
of discrimination*
0
(2024: 2)
ESG Focus Areas
Key:
* Legacy AMS (sites prior to the acquisition of Peters Surgical in 2024).
** No comparator data is available for Peters Surgical for 2023. Due to this, prior year comparators have not been included for the targets as it does not reflect in year performance.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
43
Governance
Overview
Financial Statements
Strategic Report
ESG Focus Areas
ESG pillar
ESG focus areas
Our ambition
KPIs
2025
policy
Compliance
Meet or exceed
all compliance
requirements.
1. Reported incidents of
human rights violations
in our supply chain**
0
(2024: 0)
2. Fines or sanctions from
non-compliance with
environmental laws and/
or regulations**
0
(2024: 0)
3. ESG Steering Committee
Meetings held
during 2025*
3
(2024: 3)
Employee
behaviours
Ethical and
responsible behaviour.
1. Incidents of bribery
or corruption**
0
(2024: 0)
2. Whistleblowing reports**
4
(2024: 0)
3. Spend on political
campaigns, lobbying
or think tanks**
£0
(2024: £0)
ESG pillar
ESG focus areas
Our ambition
KPIs
2025
product
Innovative
and efficient
products
Drive growth
through high-quality,
sustainable products.
1. Number of new product
launches*
1
(2024: 2)
2. Proportion of revenue
from products launched
in the last five years**
6.5%
(2024*: 9.8%)
Product
quality and
safety
Design, manufacture
and/or supply
high-quality and
safe products.
1. Establish an approximate
KPI for product quality
and safety
N/A
(2026 metric)
Supply chain
management
Ensure our supply
chain operates in
line with our ESG
standards by applying
our new supply
chain policy.
1. Monitor the number of
suppliers that conform to
the Group Supply Chain
Policy
N/A
(2026 metric)
2. Key materials suppliers
met with, visited and/or
audited in the past
year (%)
N/A
(2026 metric)
Key:
* Legacy AMS.
** Enlarged Group (Legacy AMS sites and sites post acquisition of Peters Surgical in 2024). No comparator data is available for Peters Surgical for 2023.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
44
Governance
Overview
Financial Statements
Strategic Report
ESG Case Study
UN Sustainability Development Goals
The SDGs which we consider to be most relevant to AMS are:
UN Goal
How AMS contributes
Ensure healthy lives and
promote wellbeing for
all at all ages
• Improve patient outcomes.
• Focus on employees (mental,
wellbeing, Employee Assistance
Programme, flexible working).
Other key ESG activities
Modern Slavery Act
AMS takes its responsibility
to protect human rights very
seriously. We do not tolerate
slavery or human trafficking
either internally or in our supply
chain. We will never knowingly
deal with any organisation which
is connected to slavery or human
trafficking.
Our full compliance statement
can be found on the Company
website www.admedsol.com
Gender Pay Gap Reporting
– Ensuring Opportunities
for All
AMS believes in being an
inclusive and diverse employer.
We remain confident that
employees are paid equally for
doing equivalent jobs, and have
opportunities for development
and advancement.
Our latest report under the
Gender Pay Gap Regulations
is available on the Company
website www.admedsol.com
Ensure gender
equality and empower
all women and girls
• Ensure equal opportunities during
recruitment and promotion.
• Equality, Diversity and
Inclusion programme.
Ensure inclusive and
equitable quality
education and promote
lifelong learning
opportunities for all
• Work closely with clinicians and
partners investing in industry-
leading training and education.
Promote innovative
and sustainable
economic growth,
full and productive
employment and decent
work for all
• Ensure employees are engaged,
skilled and motivated.
• Pay living wage and support
lower earners.
Ensure sustainable
consumption and
production patterns
• Ensure all products meet highest
standards of quality, safety
and efficiency, and are ethically
sourced.
Take urgent action to
combat climate change
and its impacts
• Committed to reduce our carbon
footprint, reduce waste and utilise
renewable energy, where possible.
Strengthen the means
of implementation
and revitalise the Global
Partnership
for Sustainable
Development
• Engage and invest in projects
in developing countries where
we operate.
Ins tallation
and monitoring
of technology to support sustainability
ISO Certification (50001)
We engaged an external provider
to support us with installing Circuit
Level Monitoring (‘CLM’), a critical
part of energy management, at
two of our key sites (Winsford
and Plymouth). ClearVue’s system
allows the centralised management
and assessment of energy data
from all sites, supported by a
dedicated Energy Manager.
Moving forward with
energy reduction
CLM will identify where energy
use can be reduced, leading to
monthly savings, managing energy
spikes and assessing where
equipment may fail (therefore
helping to prevent downtime).
We will roll out CLM initially at our
other ISO Certified site (Nantes),
followed by other key sites once
details of the site rationalisation
are finalised.
Installation of Circuit Level Monitoring
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45
Governance
Overview
Financial Statements
Strategic Report
Strategic Priorities
planet
people
“We are committed to minimising any negative impact
on the environment and upholding the highest
standards of corporate responsibility.”
Eddie Johnson
Chief Financial Officer and ESG Lead
“We are committed to having a positive impact
on the local communities in which we operate and
offering our employees a safe, supportive working
environment with a positive culture.”
Cathy Tomlinson
Chief People Officer
2025 achievements
2026 goals
• Worked through our first full year of Net
Zero Data Collection as an enlarged Group.
• Launched EHSEn (Energy Reps) across
all sites to target energy reduction with
monthly meetings to exchange best
practices.
• Focused on implementation of energy
reduction projects using external
consultant.
• Circuit-level monitoring installed at
Winsford and Plymouth sites to help
reduce energy, use, identify spikes and
potential downtime issues. Key activity
ahead of the ISO 50001 audits at Winsford
and Plymouth.
• ESOS (Energy Saving Opportunity Scheme)
Phase 3 Progress update filed, outlining
progress made.
• Apply for Science Based Targets initiative
(‘SBTi’) to lead to a Net-Zero economy,
boost innovation and drive sustainable
growth through science-based emissions
reduction targets.
• Launch Project Treedom, a sustainability
initiative where customer orders lead to
the planting of trees in our AMS Forest.
• Net Zero Projects Committee to launch
to focus on capex, energy reduction
monitoring.
• Further circuit-level monitoring across the
Group to allow monitoring and actions
plans with help from an external Energy
Manager.
• Global Car Policy (encouraging EV and
Hybrid) to be launched across the Group.
2025 achievements
2026 goals
• Further embedded the Sustainability Team
and increased profile of Sustainability as a
key aspect of the Group strategy.
• AMS Equality, Diversity and Inclusion
Committee (‘Together AMS’) relaunched
across the Group.
• Accident rate (IFR) on target in 2025,
driven by focused activities and
investment in integrated software covering
all areas of EHS.
• ESG/CSR activities (European Mobility
Week, World Environment Day, Pink
October, World Mental Health Day).
• First Code of Conduct for expanded AMS
Group approved for launch.
• Work to communicate and embed the
Ten Principles of the UN Global Compact
to ensure all employees understand how
they can support progress.
• Sustainability Ambassadors to be
relaunched with new leadership and
resources to engage on all sites.
• Aim to improve ESG/Sustainability internal
and external communications in 2026.
Guidance will be sought from new Internal
Communications Advisor.
• Site specific charitable provision and
financial support for Sustainability
activities.
• Hold first Group-wide activity
(walking/steps across all sites).
Governance
Overview
Financial Statements
Strategic Report
46
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Strategic Priorities
produc t
policy
“We are committed to contributing to society by
developing products to improve patient outcomes.”
Ross McDonald
Chief Commercial Officer
“We are committed to operating in an ethical and
responsible manner, upholding the highest standards of
corporate governance and to building and developing an
ESG reporting framework with meaningful targets.”
Owen Bromley
Company Secretary
2025 achievements
2026 goals
• Peters Surgical achieved A+ rating in the
CAHPP Indice Vert 2025 CSR assessment
(benchmarking healthcare providers on
environmental and social practices), which
guides sustainable procurement in France.
• eIFU (Electronic Instructions for Use)
expansion, reducing paper-based IFUs.
• Cross site R&D project looking at new
packaging and other environmental
benefits.
• Work progressing internally on how best to
manage expectations and benefits of Life
Cycle Analysis.
• Build on projects being developed between
R&D and Sustainability.
• Further develop our Life Cycle Analysis
(LCA) project.
• Integration of ESG items into Product
Development Process continuing to
ensure sustainability is incorporated
across all development phases.
• Audit work highlighted need to engage
Supply Chain. Plan is to commence work
in 2026.
• Supplier Code of Conduct being developed
based on best practice of what we
received.
2025 achievements
2026 goals
• Enrolled in UN Global Compact, a voluntary
initiative based on commitments to
implement universal sustainability
principles.
• Engaged with a consultant on the
Corporate Sustainability Reporting
Directive (‘CSRD’), working through double
materiality and risk assessment to develop
KPI’s for the Group
• Improved our MSCI rating to AAA, the
highest rating available.
• Achieved a Bronze Medal for EcoVadis, a
market-leading supplier assessment.
• Carbon-related Financial Disclosures
(CFD) process engaged sites across the
Group, assessing Physical and Transitional
workshops and Board Climate Training.
• Complete work on CSRD and prepare draft
report for internal guidance.
• Train and embed Code of Conduct
across the Group, supported by refreshed
Corporate policies and training.
• Focus on audit reports from MSCI,
EcoVadis and SMETA to improve
audit performance and key aspects
of sustainability across the Group.
• Update and train out all Group policies to
underpin Code of Conduct.
Governance
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Financial Statements
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Risk
Management
Process
Climate-Related Financial Disclosures
Governance
AMS is committed to maintaining a strong governance structure (see Page 42) for effective
management and increasing the business’s climate resilience, as shown in Table 1.
Table 1: AMS climate governance structure
Board level consideration of ESG
and climate matters
Climate responsibility: Overall governance of climate-related
matters.
Frequency: Updated four times a year on climate change by
the Chief Financial Officer (‘CFO’) and the Group Company
Secretary. This includes updates on decarbonisation initiatives
and climate risk mitigations.,823
ESG Steering Committee
Climate responsibility: Climate strategy guidance, disclosure
and compliance. Identifies climate-related risks and
opportunities with Inspired ESG annually. Assesses, manages
and monitors climate-related risks and opportunities annually.
Frequency: Meets three times a year to discuss the
management of climate-related risks.
ESG & Sustainability Team
Climate responsibility: Responsible for implementing the
ESG Steering Committee actions. Supports the ESG Steering
Committee to identify climate-related risks.
Frequency: The Chief Sustainability and Regulatory Officer
and the Group Company Secretary meet on a weekly basis
to ensure the Group remains on track with implementation.
The Group Corporate Social Responsibility (‘CSR’) Project
Manager works closely on a daily basis with the Chief
Sustainability and Regulatory Officer.
Department Working Groups
(Includes Operations, Supply Chain,
Sales, Marketing)
Executes climate initiatives within departments and
reports progress to the ESG Steering Committee and
Sustainability Team.
Environment, Health and Safety and
Energy (‘EHSEN’) Representatives
Climate responsibility: Review the potential for additional
energy efficiency measures to be installed and track progress
on those already in place.
Frequency: Meets monthly and reports to the ESG Steering
Committee at all meetings.
ESG Representatives
Climate responsibility: Will be established in 2026 to drive
initiatives at site level.
Frequency: Meet every two months and will report to the
ESG & Sustainability Team after all meetings.
In accordance with the UK
Government’s Companies (Strategic
Report) Climate-related Financial
Disclosure Regulations 2022
(‘CFD’), AMS has met all mandatory
requirements (Board Governance,
Management Role, Risk/
Opportunity Identification, Business
Impact, Resilience Analysis, Risk
Identification and Management
Integration, Metrics & Targets).
As an AIM-listed company with more
than 500 employees, AMS falls within
the scope of these regulations and
produced a CFD statement in line with
the framework. AMS has prepared
this disclosure to comply with the
mandatory CFD recommendations.
Advanced Medical Solutions (‘the Group’ or ‘AMS’) continued to
integrate the management of climate-related risks and opportunities into
the Group’s short- and long-term strategy in 2025 for the third year.
Compliance statement
Mitigating
the impact of
climate change
Figure 1: AMS risk management approach.
Governance
Overview
Financial Statements
Strategic Report
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Climate-Related Financial Disclosures continued
ESG & Sustainability Team
The ESG & Sustainability Team is responsible for implementing the actions discussed at
the Committee meetings. In 2025, this included carbon data collection, progress with life
cycle assessments and research and development to improve sustainability credentials for
the business. The ESG & Sustainability Team also attended the climate risk workshops (see
Risk Management section, Pages 52 to 55). The ESG & Sustainability Team consists of three
members: the CSR Associate, the ESG/Sustainability Director and the Group Company Secretary.
The ESG & Sustainability Team interacts with different stakeholders and departments across
the Group to ensure initiatives are being implemented and obtains progress updates which are
then reported up to the Committee and if required, the Board. For example, the Group Company
Secretary communicates with the EHSEN manager multiple times per week, who facilitates the
implementation of climate mitigation measures at sites across the Group. The CSR Associate
works with the different departments to collect data carbon emission calculations, with five sub
streams which require regular communication with the departments, such as the transport team
and human resources. Frequent communication with the departments is also needed for other
sustainability reports, such as EcoVadis (sustainability evaluation).
EHSEN and ESG representatives
In 2025, the EHSEN representatives met monthly to review the potential for additional energy
efficiency measures to be installed at the site level and track progress on those already in place. This
led to significant progress being made to install efficiency measures in 2025, as shown in Table 11.
Key information is reported to the ESG & Sustainability Team by the EHSEN representatives when
required. The ESG representatives will be established in 2026 and will meet on a quarterly basis to
drive wider ESG initiatives at the site level.
Risk management
Oversight of climate-related risk identification, assessment, monitoring, and management is
delegated to the ESG Steering Committee, supported by the ESG & Sustainability Team. Climate-
related risks identified and monitored by these groups are reported to the Board via the Committee
Chair (CFO) and Deputy Chair (Group Company Secretary), reinforcing the chain of accountability. In
December 2025, the Board reconfirmed that climate change is an emerging risk and is incorporated
in the Group Risk Register under geopolitical risk (a principal risk). We acknowledge that in the
absence of meaningful climate action, physical climate risks are expected to intensify. These risks
include potential supply chain disruptions, which could affect operations in future years and may
have broader implications for the sector. We will review this risk classification annually. Accordingly,
climate change has been classified as an emerging risk for 2025. AMS conducts an annual review
of the risk management framework (Figure 1) to ensure robust governance and effective control of
climate-related exposures. Climate-related risks are identified, assessed and monitored annually.
Board level oversight of climate-related risks and opportunities
The AMS Board of Directors (‘the Board’) retains overall responsibility for climate matters, such
as material climate-related risks and opportunities. The Board meets eight times a year, with ad
hoc meetings being scheduled when needed. Climate change is discussed in at least four of these
meetings, including the climate-related risks identified in 2025, which are material to the Group, the
potential impact and any regulation changes. In 2025, the Group’s budget was formalised to include
compliance costs and decarbonisation actions. Throughout the financial year, the Board continued to
approve key climate-mitigation plans and provide strategic oversight of the Group’s climate initiatives
and financial planning. For example, the implementation of circuit-level monitoring at four sites, which
was completed in November 2025 at two sites, with the remaining installs set to occur in 2026. The
Group is working with a third-party consultancy to identify further energy-saving initiatives, with a
budget allocated annually. Further updates will be provided in the 2026 CFD report. There is also
budget available for 2026 to install solar panels at the Group site in India, if suitable.
In 2025, two Non-Executive Directors were appointed to the Board, both of whom have knowledge in
sustainability and experience in climate risk management through their roles and training with other
companies. To support the Board in fulfilling their duties, our third-party consultants, Inspired ESG,
provided a capacity-building session in December 2025, with an overview of CFD, climate change and
the climate-related risks and opportunities identified for the business in 2025.
In 2025, executive remuneration was not linked to wider Environmental, Social and Governance
targets. However, this will be reviewed again in 2026.
ESG Steering Committee (‘Committee’)
The ESG Steering Committee, supported by the ESG & Sustainability Team, has been delegated the
responsibility for identifying, assessing and managing climate risks and opportunities annually.
The Group Company Secretary is the Committee Deputy Chair and attends all Board meetings to
share key climate-related information with the Board on a quarterly basis formally, and ad hoc when
required. To further assist this flow of information, the Group Chief Financial Officer (‘CFO’) is the
Committee Chairperson and also a member of the Board. The Committee discusses the need for
additional climate mitigation measures and decarbonisation actions, with approval submitted to the
Board when required. To support this, in 2025 Committee members attended climate risk workshops
held by Inspired ESG to provide input on the potential impact of climate risks and mitigation measures
in place to assess the risks. See Table 11 for the energy efficiency measures the Committee
implemented in 2025.
Other Committee attendees include the Group CSR Project Manager and the Chief Sustainability and
Regulatory Officer. Both members, alongside the Group Company Secretary, met on a weekly basis
with our third-party ESG consultants, Inspired ESG, to facilitate the data collection process for CFD
reporting and discuss climate risk management.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Climate-Related Financial Disclosures continued
Step 1: Identify climate-related risks and opportunities
To ensure climate-related risks are being identified, the ESG & Sustainability team and ESG
Committee conduct annual research on potential emerging or upcoming legislation, such as the
Energy Savings Opportunity Scheme (‘ESOS’) submission in December 2025. AMS also remains
informed on legislation and regulation changes by Inspired ESG. AMS supplied climate-related
information to Inspired ESG, enabling scenario analysis across 23 key sites within AMS and
Peters Surgical in November 2025. Findings were presented to members of the ESG Steering
Committee and ESG & Sustainability Team through two risk workshops held in December 2025.
The first workshop addressed physical risks, identified at the site level. These reflect the direct
financial impacts of climate change on assets, operations, and performance. Physical risks are
categorised into two separate categories: acute risks (event-driven, such as extreme weather
events including storms, floods, and heatwaves, that can; cause immediate damage to physical
assets, disrupt supply chains, and impair business continuity), and chronic risks (long-term shifts
in climate patterns, including rising average temperatures, sea level rise, and altered precipitation
trends, which can erode asset values, increase operating costs, and reduce productivity over time).
The second risk workshop focused on transition risks, which arise from the global shift toward
a lower-carbon economy and can materially affect financial performance. These risks include
regulatory changes, such as carbon pricing, market dynamics, such as increased energy and raw
material costs and shifts in consumer preferences. Transition risks were identified at the Group
level. Through this process, 19 risks were identified, of which 11 met our materiality thresholds (see
Table 2: AMS climate risk scoring system), 6 opportunities were also identified and all were deemed
to be material. The annual scenario analysis and workshops form a core component of AMS’s risk
governance framework, ensuring proactive mitigation of climate-related exposures and reinforcing
business resilience. Risks are identified through this process annually.
Step 2: Analyse and Assess
During the workshop, three potential global warming pathways and three time horizons were
evaluated for each risk, outlining when and how severely each risk could impact AMS. Please see
Pages 52 to 55 of the Strategy section for more information.
To determine which climate-related risks require prioritised mitigation measures, attendees
were asked to score each risk. Risks were scored against two dimensions: Likelihood (the
probability of the risk materialising and affecting business operations and Impact (the estimated
financial impact on the Group’s profit). Please see Table 2 below for the impact and likelihood
classifications. Risks exceeding thresholds of >£10 million in impact or >50% in likelihood
were classified as material. Material risks are prioritised for mitigation measures to safeguard
profitability and operational resilience. Climate-related opportunities were also deemed material
using the same approach (Table 5).
Table 2: AMS climate risk scoring system.
Impact (£)
Likelihood (%)
<£2m
<20%
£2m – £10m
20% – 50%
>£10m
>50%
Step 3: Monitor and Report
AMS recognises the material threat climate change poses to the business across varying time
horizons and warming scenarios. To address this, the Group undertakes annual climate scenario
analysis. AMS is committed to publishing annual CFD disclosures, providing information that
is comparable, consistent, and reliable, thereby reinforcing transparency and accountability to
stakeholders on climate-related risks. The Board approves mitigation measures that result from the
ESG Steering Committee meetings. The ESG Steering Committee track the effectiveness of mitigation
measures implemented at meetings once data is available. For example, customer interest in ESG
topics has noticeably increased for AMS in the last few years, so in 2025, the ESG & Sustainability
Team was formed to improve the Group’s environmental reporting and transparency, improving data
collection for CFD and EcoVadis.
Step 4: Manage
In December 2025, AMS presented all 19 climate-related risks and the associated scenario analysis
to the Board during a capacity session facilitated by Inspired ESG. Material climate-related risks were
highlighted to ensure full Board oversight. The climate risk register remains distinct from the Group
Risk Register in 2025 as climate change is classified within the Group Risk Register under geopolitical
risk and is effectively managed and integrated into the Group’s risk management framework.
Therefore, there is no present need for risk register integration. The need for this however will be
reviewed again in 2026. Responsibility for reviewing and approving the 2025 climate risk register has
been delegated to the Group CFO and the Group Company Secretary. AMS incurred no significant
financial impacts from climate change in 2025 and is therefore considered climate change as an
emerging risk, as confirmed by the Board in December 2025. Mitigation measures are in place for
material risks. For example, no machinery is stored in site basements to reduce the risk of damage
and revenue in the event of a flood. The Group’s climate risk classification will be reviewed annually
to ensure mitigation measures remain proportionate to risk magnitude and to preserve resilience.
Following the review, AMS has determined that it remains resilient across the three assessed
scenarios and time horizons. Annual scenario analysis will continue to underpin the effectiveness of
mitigation strategies and reinforce long‑term resilience.
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Strategy
The ESG Committee, supported by Inspired ESG and the ESG & Sustainability Team, annually
identifies climate risks and opportunities for the Group. The team met with Inspired ESG weekly
in November 2025, sharing identified climate-related risks, such as increased customer interest in
the Group’s decarbonisation progress. This was supported by a detailed climate scenario analysis
conducted by Inspired ESG in November 2025 to understand the potential and actual climate risks for
the business. A climate scenario is a plausible representation of potential future climate conditions
that could have an impact on business operations directly and indirectly. The climate scenario
analysis considered three potential warming pathways and approaches to climate change:
•
Proactive scenario (<2°C by 2100): Organisations align with the Paris Agreement and set net zero
targets by 2050, and governments introduce policies in a structured manner. Impact on business
model and strategy: the Group is likely to incur costs related to compliance due to increasing
regulation, for example consultancy and auditor costs. AMS have experienced difficulty to meet
rapidly growing customer demands and preferences for increased sustainability credentials,
emissions reductions and low-emission technology. Resilience of business model and strategy:
AMS has allocated a budget for decarbonisation, including investing in low-carbon and energy-
efficient technologies. Climate scenario analysis is conducted annually to identify, assess and
manage climate-related risks and opportunities, increasing the resilience of the business under
this scenario. The dedicated ESG Committee and ESG & Sustainability Team annually develop the
Group’s environmental and climate strategy to meet customer demands.
•
Reactive scenario (2 – 3°C by 2100): The government introduces policies in a slightly
uncoordinated approach, resulting in confusion and giving companies little time to comply.
Impact on business model and strategy: Transition risks continue to impact the Group as a result
of the growing regulation, inconsistent carbon pricing frameworks, and changing technology
standards, all of which increase costs for the Group. At the same time, physical risks such as
more frequent extreme weather events raise the likelihood of supply chain and operational
disruptions, affecting Group revenue and reinforcing the need for a flexible business strategy,
including in procurement. Resilience of business model and strategy: AMS produces a variety
of sustainability reports, such as a CFD annual report statement and EcoVadis, ensuring the
data collection processes for environmental reporting are being developed for compliance. The
Group’s geographical diversity provides insights into different regulatory landscapes, ensuring the
business strategy is adaptable to multi-country requirements and overall, more resilient to future
requirements. Supplier engagement and communication ensure the Group remain informed on
any potential delays and can develop a strategy to avoid shortages for customers.
Climate-Related Financial Disclosures continued
•
Inactive scenario (>3°C by 2100): Climate inaction occurs under this scenario, with very
few companies setting net zero targets. Impact on business model and strategy: operations
are at a heightened risk from extreme weather events such as flooding and heatwaves.
Energy prices will be volatile, potentially increasing costs for the business. The Group will have to
change operations to avoid large disruptions, which could have a financial impact. Resilience of
business model and strategy: the Group annually develops operational resilience, site adaptation
and business continuity. The Group makes environmental progress annually, such as improving
our climate governance structure by creating a dedicated ESG & Sustainability Team. AMS is
positioning as a trusted climate conscious business that can operate and adapt to a changing
climate. See Table 11 for our energy efficiency improvements.
Climate scenario analysis also considered three timeframes in which a risk or opportunity may have a
higher impact:
•
Short-term (2025 – 2030): This timeframe offers the opportunity to further embed sustainability
principles into the Group’s operations, focusing on energy efficiency, climate training, emission
reduction, and legislation horizon scanning, and is aligned with the standard business planning
cycle. In addition, this timeframe supports near term operational planning and ensures
compliance with emerging regulatory requirements. The short-term timeframe is also aligned with
our Scope 1 and 2 target year of 2030 and Scope 3 target for 72% of suppliers to have science-
based targets by 2029.
•
Medium-term (2031 – 2040): The medium-term timeframe aligns with the UK’s 2035 Nationally
Determined Contribution (‘NDC’) commitment, with extra years added in case of missed targets.
Also, this timeframe aligns with our Scope 3 interim 3 Category 12 (End-of-Life Treatment of Sold
Products) target to achieve a 30% reduction by 2033.
•
Long-term (2041 – 2055): The long-term timeframe aligns with the UK’s net zero by 2050 target,
with a buffer time added. This timeframe also aligns with our net zero target year of 2045 and our
long-term financial planning process.
Climate scenario analysis was conducted on the Group’s 23 sites (10 of which are Peters Surgical
sites). Sites were selected for analysis based on historical data – if a site was near a major historic
climate event, we considered the site to be vulnerable. Our supply chain was also analysed, looking
at key commodities, such as titanium, to understand any potential changes from 2024 and increase
the resilience of the business. For our climate-scenario analysis, we used internationally recognised
climate models and frameworks, including the International Energy Agency’s World Energy Models
(‘WEM’), Shared Socioeconomic Pathways (‘SSPs’), Climate Natural Catastrophe Damage Models,
Coordinated Regional Climate Downscaling Experiment (‘CORDEX’) forecasts, and Integrated
Assessment Models (‘IAM’). The scenarios used in this year’s analysis align with the ISO 14091
standard (Adaptation to Climate Change). These models provide valuable insights into the possible
effects of climate change, but they also have limitations, including differences between projected and
actual conditions. They may sometimes overestimate or underestimate certain climate variables.
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Financial Statements
Strategic Report
The results of the climate scenario analysis were presented to members of the Committee in
December 2025 through two climate risk workshops: one on physical risks and one covering
transition risks and opportunities. Climate change remains an emerging risk for the Group in 2026,
as decided in December 2025 and approved by the Board. No additional financial modelling was
undertaken in 2025 to assess and quantify potential impacts of climate-related risks. However, this
will develop further in 2026 as the acquisition of Peters Surgical is complete. This will provide further
structure to the Group’s annual financial planning process.
New material risks identified this year
These are changing customer behaviour and shifts in consumer preferences, reflecting the growing
interest and demand from customers for businesses like AMS to improve their ESG and climate
strategies. In addition, three new opportunities were deemed material: energy source, products and
services, and markets and reputation. This reflects the Group’s increased focus on developing our
climate strategy to build resilience and increase revenue. Enhanced emissions reporting obligations,
increased severity of flooding and water stress were deemed material last year; however, the financial
impacts have not been as significant in 2025 due to mitigation measures working effectively, such
as changes to governance structure to increase climate-related responsibilities. These changes are
expected under the annual risk assessment process, as outlined in the Risk Management section.
Climate-Related Financial Disclosures continued
Table 3: Physical climate-related risks that were deemed material in 2025.
No
Impact Description
Mitigations
P1
Heatwaves
Financial Impact: Reduced revenue: From decreased production capacity (e.g., transport difficulties) and negative
impacts on the workforce (e.g., health, safety, absenteeism). Increased capital expenditure: Low-emission cooling
technology. Increased operating costs: Increased energy and cooling usage.
Timeframe: Long Term (2041-2055); Warming Scenario: >3°C; Likelihood: >50%; Impact: <£2 million
Actual: 10/10 (100%) of Peters Surgical sites and 13/13 (100%) of AMS sites analysed will experience heatwaves
in the long term of the Inactive scenario, including our sites in Bangkok, Thailand and Haifa, Israel. Heatwaves force
cooling systems to run harder, leading to higher energy costs.
Potential: Heatwaves and humidity linked to climate change could expose products to higher heat and humidity during
transit or storage, potentially affecting the integrity and shelf-life of certain medical adhesives, sealants, or biosurgicals.
If clients or staff members become ill because of extreme heat on site, AMS may be subject to compensation claims or
regulatory scrutiny from the Health and Safety Executive (‘HSE’).
Most AMS offices, manufacturing sites, and warehouses are equipped
with air conditioning, protecting employees and inventory. Temperature
sensitive products, such as LiquiBand®, are transported in temperature-
controlled environments. No issues have been seen regarding the quality
of the product because of heatwaves.
These mitigations reduce costs for the Group by maintaining employee
productivity and avoiding heat-related product loss.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
P2
Wildfires
Financial Impact: Reduced revenue: Decreased production capacity (e.g., supply chain interruptions). Reduced revenue
and higher costs: Negative impacts on workforce (e.g., health). Write-offs and early retirement of existing assets
(e.g., damage to property and assets). Increased insurance premiums in locations deemed as high risk.
Timeframe: Long Term (2041-2055); Warming Scenario: >3°C; Likelihood: <20%; Impact: >£10 million
Potential: 1/10 (10%) Peters Surgical sites and 1/13 (8%) AMS sites are at risk of ‘major’ wildfire threats in the long
term of the inactive scenario, including Nantes, France and Domalain, France. The increasing frequency and severity
of wildfires associated with climate change could disrupt operations if they occur near sites, potentially causing site
closures, damaging transport routes, and delaying supply chains, which may lead to increased costs. Poor air quality
can also impact employees.
The risk of wildfires will be continually monitored. Few sites are near large
forest/woodland areas, reducing the risk of a large-scale fire.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
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Climate-Related Financial Disclosures continued
No
Impact Description
Mitigations
P3
Rising Mean Temperatures
Financial Impact: Increased energy costs: Increased cooling and ventilation costs.
Timeframe: Long Term (2041-2055); Warming Scenario: >3°C; Likelihood: >50%, Impact: <£2 million
Potential: 10/10 (100%) Peters Surgical sites and 13/13 (100%) AMS sites analysed will experience rising mean
temperatures in the long term of the Inactive scenario, including our Bangkok, Thailand and Haifa, Israel. Rising
temperatures driven by climate change pose operational risks for AMS by threatening employee health, disrupting
logistics due to heat-related infrastructure damage, and accelerating the deterioration of offices and warehouses,
thereby increasing maintenance requirements and capital expenditure on heat-resilient materials.
No impacts have been seen so far, however, the Group acknowledges
that this risk could increase in the future and have a significant financial
impact. In the event of rising mean temperatures, employees have the
flexibility to work from home. Additionally, AMS sites have temperature-
controlled rooms.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
P4
Sea Level Rise
Financial Impact: Reduced revenue: Decreased production capacity (e.g., supply chain interruptions). Write-offs and early
retirement of existing assets.
Timeframe: Medium-Long Term (2031-2055); Warming Scenario: 2-3°C, >3°C; Likelihood: <20%; Impact: >£10 million
Potential: 1/10 (10%) Peters Surgical sites and 5/13 (38%) AMS sites are at risk of a 0.5m rise in sea level, predominantly
in the long term of the Inactive scenario, including Haifa, Israel and Dublin, Ireland. AMS may face rising costs due to
climate change driven risks, including higher insurance premiums for properties in vulnerable coastal areas, potential
damage from storm surges, infrastructure impacts, and disruptions to supply chains.
AMS will conduct climate scenario analysis annually, to assess the
potential impact that sea level rise may have on the business. No impacts
have been seen thus far.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
Table 4: Transition climate-related risks that were deemed material in 2025.
No
Impact Description
Mitigations
T1
Mandates on and regulation of existing products and services
Financial Impact: Increased operational expenditure: new and tightening regulation.
Timeframe: Short-Medium-Term (2025-2040); Warming Scenario: <2°C, 2-3°C; Likelihood: >50%; Impact: <£2 million
Actual: The UK Environment Act (2021) established a legal framework for environmental protection post-Brexit, aiming
to improve air and water quality, protect wildlife, increase recycling, and reduce plastic waste, already shaping AMS’s
compliance obligations and operational practices in the UK.
Potential: Future climate-related mandates could increase costs for the Group. These include the plastic packaging taxes
(e.g., £223.69 per tonne from April 2025), bans on single‑use plastics and enhanced Extended Producer Responsibility
(‘EPR’) reporting requirements. EU initiatives such as the Packaging and Packaging Waste Regulation (‘PPWR’), Carbon
Border Adjustment Mechanism (‘CBAM’), and Corporate Sustainability Reporting Directive (‘CSRD’), alongside Germany’s
Single‑Use Plastic Tax, may tighten recyclability standards and broaden taxation scope, increasing operational spend.
These mandates reduce the production and disposal of plastic, which in turn lowers greenhouse gas emissions and
environmental damage.
AMS plans to monitor this risk annually, to ensure that any levies imposed
on AMS for plastic or packaging are not substantial.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
Table 3: Physical climate-related risks that were deemed material in 2025. (continued)
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Climate-Related Financial Disclosures continued
No
Impact Description
Mitigations
T2
Carbon Pricing
Financial Impact: Increased operational expenditure: potential tariffs on carbon-related taxes and price increases from
suppliers. Increased capital expenditure: electrification of heating technology to help reduce emissions from Scope 1.
Timeframe: Short-Long-Term (2025-2055); Warming Scenario: <2°C, 2-3°C; Likelihood: >50%; Impact: <£2 million
Potential: Increased costs directly and across AMS’s supply chain. The potential introduction of a UK carbon border
taxation scheme by 2027 represents a climate-related transition risk, as policies aimed at reducing greenhouse gas
emissions could increase financial exposure and require significant investment in decarbonisation to mitigate future
carbon pricing costs.
AMS will continue to implement its net zero strategy to reduce emissions
across the Group, minimising exposure to carbon pricing. The Group will
monitor this risk annually.
Related Metrics & Targets: Scope 1 and 2 emission reduction targets
(Table 6).
T3
Changing Customer Behaviour
Financial Impact: Increased capital expenditure: purchasing more sustainable products. Decreased revenue: reduced
demand for current products and services.
Timeframe: Short-Medium-Term (2025-2040); Warming Scenario: <2°C, 2-3°C; Likelihood: >50%; Impact: £2-£10 million
Actual: Clients are increasingly aware of climate change and expect businesses to demonstrate sustainability credentials
in their operations and products. Due to increased climate-related regulation and awareness of climate change, customer
demand for reduced plastic packaging and more recyclable or reusable materials has increased and already driven
operational changes in AMS’s sourcing and packaging practices.
Potential Risk: Future client preferences may require greater capital investment and could favour products with lower
margins. Competitors may be quicker to invest and act to meet customer demand.
Peters Surgical appointed a dedicated environmental engineer to lead and
strengthen the ESG strategy, ensuring expert oversight of sustainability
and risk management. AMS also actively monitors changes in tender
criteria linked to climate and broader ESG requirements, enabling it to
adapt its strategy quickly and remain ahead of evolving climate-related
regulatory and market expectations.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
T4
Increased Cost of Energy and Raw Materials
Financial Impact: Increased indirect costs: operating costs to due to increased prices.
Timeframe: Short-Long-Term (2025-2055); Warming Scenario: <2°C, 2-3°C; Likelihood: >50%; Impact: <£2 million
Potential: Energy: Rising energy costs, driven in part by the transition to lower-carbon energy systems in response to
climate change, are impacting profitability, with renewable electricity often providing more stable but sometimes higher
pricing compared to fossil-based sources. Raw Materials: The rising cost of raw materials, driven in part by climate-
related pressures such as supply chain disruption and the transition to a low-carbon economy, may increase AMS’s
operational expenditure and reduce profitability, particularly as price increases cannot always be passed on to clients
without risking demand loss. Upstream suppliers subject to carbon taxes or CBAM may pass these costs down the
supply chain to AMS.
AMS has installed 68 MWh of renewable (solar) energy generation on‑site,
supplying 1% of electricity needs. This investment reduces dependency
on volatile market prices and lowers Scope 2 emissions. In addition,
renewable energy contracts are prioritised where possible to stabilise
energy costs and further insulate the business from rising fossil fuel
prices.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
Table 4: Transition climate-related risks that were deemed material in 2025. (continued)
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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No
Impact Description
Mitigations
T5
Uncertainty in Market Signals
Financial Impact: Decreased revenue: increased production costs, abrupt and unexpected shifts in energy costs.
Timeframe: Short-Medium-Term (2025-2040); Warming Scenario: <2°C; 2-3°C; Likelihood: <20%, Impact: >£10 million
Potential: Failure to establish clear sector transition plans toward net zero in response to climate change could reduce
access to capital, limiting eligibility for government support schemes and green investment opportunities. Strategic
planning is challenged by inconsistent market signals, such as policy changes.
AMS remains adequately informed on market changes from third-party
consultancy Inspired ESG, mitigating associated risks.
T6
Shifts in Consumer Preferences
Financial Impact: Reduced revenue: loss in market share, decreased demand for goods and services.
Timeframe: Short-Medium-Term (2025-2040); Warming Scenario: <2°C; 2-3°C; Likelihood: >50%, Impact: £2-£10 million
Potential: In response to increasing awareness of climate change, AMS may face rising public expectations for
transparent communication on sustainability initiatives, with failure to demonstrate credible climate action risking
accusations of greenwashing or potential loss of customers.
Transparency with stakeholders is ensured by publishing an annual CFD
statement, responding to customer requests for ESG‑related information,
including completing CDP (Carbon Disclosure Project) responses
when required.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
T7
Substitute Existing Products and Services with Lower-emissions Alternatives
Financial Impact: Expenditures: increased direct costs as a result of investment into new products lines. Reduced
revenue: decrease in revenue opportunities and market share if client preference shift towards sustainable alternatives
without AMS adapting.
Timeframe: Short-Medium-Term (2025-2040); Warming Scenario: <2°C; 2-3°C; Likelihood: 20-50%; Impact: >£10 million
Actual: AMS is already experiencing growing client demand for products and services with lower carbon footprints,
reflecting increasing awareness and scrutiny of climate change and its environmental impacts.
Potential: As the transition to a low-carbon economy accelerates, existing high-carbon or less sustainable product
lines may become obsolete, economically unviable, or subject to future regulatory restrictions, potentially resulting
in asset write-downs.
AMS is upgrading to energy-efficient equipment and transitioning its UK
company car fleet to electric vehicles to reduce emissions and support
sustainability goals.
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets
(Table 6).
Climate-Related Financial Disclosures continued
Table 4: Transition climate-related risks that were deemed material in 2025. (continued)
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Table 5: Material climate-related opportunities.
No
Opportunity Description
How AMS will capitalise
O1
Resource Efficiency
Increasing resource efficiency will have a financial and reputation benefit, attracting more customers.
Financial impact: Reduced operating expenses: Increased efficiency of operations, products and technology.
Timeframe: Short- Medium-Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: P1, P3, T1, T2, T4, T7
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
• Sustainable Material Substitutions: Replacing conventional, non-
recyclable or high-carbon footprint plastics with bio-circular content.
• Modular, long-life design: Build equipment with upgradeable and
repairable components to extend lifespan and cut material and
energy use.
• Single-use device reprocessing: Safely clean and re-certify eligible
devices to divert medical waste from landfill.
O2
Energy Source
Implementing renewable or low-carbon energy sources will reduce operating costs and increase climate resilience and
Group reputation.
Financial impact: Reduced operating expenses: Self-generated electricity can be used in business operations and excess
sold to the grid. Returns on investment: Low-emission technology and reduced exposure to future fossil fuel prices and
therefore less sensitivity to changes in the cost of carbon.
Timeframe: Short-Medium-Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: P1, P3, T2, T4
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
• Power Purchase Agreements: Secure long-term, certified renewable
electricity contracts.
• Heat pumps: Replace gas boilers with electric systems to cut
Scope 1 emissions.
• Sustainable biogas: Use certified renewable gas where electrification
isn’t feasible.
• Energy management systems: Deploy BMS and smart sensors to
optimise energy use.
• Green tariffs: Buy certified renewable electricity to lower Scope 1
and 2 emissions.
• On-site solar PV: Install rooftop solar to generate stable, low-carbon
power and boost energy independence.
O3
Products and Services
Implementing low carbon products and services will reduce operating costs and increase climate resilience and Group
reputation. This will also attract more customers.
Financial impact: Increased revenue: Demand for lower-emission products and services. An increased need for new
solutions to meet customer demands. Better competitive edge to reflect shifting client preferences, resulting in
increased revenues.
Timeframe: Short-Medium-Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: P1, P3, T1, T3, T7
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
• Biodegradable polymers: Use materials that naturally decompose to cut
landfill waste.
• Mono-material design: Simplify components and packaging for easier,
lower-emission recycling.
• Design for disassembly: Enable repair, upgrades, and material
separation for high-quality recycling.
• Modular design: Make devices reusable with only select high-contact
parts single-use.
Climate-Related Financial Disclosures continued
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Climate-Related Financial Disclosures continued
No
Opportunity Description
How AMS will capitalise
O4
Markets
Increased market share as AMS will be able to attract a broader client base and enhance client loyalty. Increased brand
value through positioning AMS as a responsive and responsible company that runs sustainable operations.
Financial impact: Increased revenue: existing sustainable product lines and newly introduced low-carbon products
attract customers.
Timeframe: Short-Medium-Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: P1, P3, P4, T2, T3, T5, T6, T7
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
• Sterile-field efficiency: Compact, sustainable packaging, reducing costs
and waste.
• Material recycling: Certified take-back programmes for consumables
to cut waste and generate revenue.
• Reusable devices: Modular systems with replaceable parts for
sustainable long-term use.
O5
Reputation
Increased customer base and therefore revenue due to AMS being known as a reputable business.
Financial impact: New revenue streams. Increased market share. Improved investment opportunities.
Timeframe: Short-Medium-Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: T1, T3, T6, T7
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
• Climate Commitment and ESG Maximisation: Achieve net positive
impact and resource-efficient operations to enhance eco-friendly
reputation. Showcase ESG efforts publicly.
• Minimal Waste Packaging: Reduce kit packaging to cut emissions,
deliver measurable results, and engage clients.
• Community Stewardship: Promote local initiatives in waste, water,
and renewable management to strengthen social licence.
O6
Resilience
Increased reliability of the Group and supply chain and ability to operate under various conditions.
Financial impact: Increased revenue: Products and services related to ensuring resilience.
Timeframe: Short – Medium Term (2025-2040)
Warming Scenario: <2°C, 2-3°C
Related Climate-risk: P1, P2, P3, P4, T1, T2, T3, T4, T5, T6, T7
Related Metrics & Targets: Scope 1, 2, and 3 emission reduction targets (Table 6).
Physical Resilience
• Climate-Proofing Equipment: Install advanced cooling and
dehumidification to maintain operations and product quality.
• De-risking & Diversification: Spread critical raw materials across regions
to prevent supply disruptions.
• Infrastructure Adaptation: Upgrade warehouses to withstand climate-
related damage.
Transitional Resilience
• Local Carbon Insetting: Invest in UK-based sequestration projects to
boost local brand value.
• Transparency & Engagement: Strengthen climate reporting and
stakeholder communication to reduce reputational risks. Focus
research and development on sustainable product lines to meet
rising client and regulatory demands.
Table 5: Material climate-related opportunities. (continued)
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Climate-Related Financial Disclosures continued
Metrics and Targets
AMS continues to work to reduce emissions annually and has set targets to support this (Table 6). We have followed the Science Based Targets initiative (‘SBTi’) definition of net zero, which is 90% absolute
reduction with 10% offset for Scope 1, 2 and 3 emissions by 2045 from a 2024 baseline; this target is aligned with the NHS England net zero target. We have adjusted our Scope 3 supplier target (Table 6),
extending it to 2029 after the acquisition of Peters Surgical in 2024. Reductions in emissions and progress on targets are also reflected in the climate-related risk tables (3 and 4), demonstrating how these
initiatives actively mitigate identified climate and operational risks.
Table 6: Emissions Reduction Targets for Advanced Medical Solutions, 2025.
Emissions Scope
Interim Targets
Net Zero Targets
Linked climate risk / opportunity
Scope 1
42% absolute reduction in Scope 1 and 2 (location-based) GHG emissions by 2030 from
our restated 2024 baseline. We require an annual reduction of 18% to meet this target.
AMS is currently off track to meet this target due to refrigerant leaks in Nuremberg
and Saal. Measures are being developed to reduce these leaks. AMS aims to reduce
operational emissions (Scope 1 and Scope 2) through a series of targeted energy
efficiency measures. In 2025 the Group completed measures across three key sites (Table
11). In 2026, the Group aims to expand upon these efforts, implementing measures such
as compressed air heat recovery, temperature adjustments, boiler replacements, and
sensors installed for LED lights.
90% absolute reduction by 2045, from our 2024 baseline across
Scope 1, 2 and 3. An annual reduction of 4.3% is required to meet
the net zero target. Residual emissions (up to a maximum of 10%)
will be neutralised through permanent carbon removals.
T1-T7, P1-P4, O1-O6
Scope 2
(location-
based)
Scope 3
72% of suppliers to have science-based targets by 2029. The current position will be
established in Q2 2026; this is due to AMS defining a low-carbon transition pathway in
2025. We will re-engage with our suppliers on SBTi in 2026, and therefore, the target
year has been moved from 2028 to 2029.
30% reduction in Scope 3 Category 12 (End-of-Life Treatment of Sold Products) GHG
emissions per tonne of product sold by 2033, from our restated 2024 baseline; this
results in a 3.3% annual reduction to meet target. Due to data collection restrictions,
we extrapolated 2024 figures based on turnover, resulting in an increase in emissions.
We aim to collect the data for the 2026 calculations.
T1, T3-T7, P1-P4, O1-O6
AMS will annually report on our environmental progress. In 2025, the Group undertook an extensive data collection process to calculate our Greenhouse Gas (‘GHG’) footprint for the reporting year. With the
established dedicated Sustainability Team, we aim to further develop environmental KPIs where necessary.
Greenhouse Gas Emissions
We have quantified all applicable Scope 3 categories; 11 of the 15 GHG Protocol Scope 3 categories are relevant to the Group. Category 8 (Upstream Leased Assets), Category 11 (Use of Sold Products),
Category 14 (Franchises), and Category 15 (Investments) are not applicable, as AMS, does not have any upstream leased assets, sell any energy-consuming products, operate on a franchise model or have
any investments. Table 8 provides a comprehensive breakdown of our emissions. In 2025, AMS used a new platform to calculate emissions after the acquisition of Peters Surgical. AMS has reduced overall
emissions by 25.47% compared to our 2024 baseline. Significant reductions occurred in Category 2 (Capital Goods) due to a reduction in the total expenditure of fixed assets. A third party has not audited
the figures.
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Climate-Related Financial Disclosures continued
Table 7: Group Global Carbon Balance Sheet.
Emissions
2025
Global
emissions tCO2e
Share of
total Global
emissions (%)
2024
emissions
tCO2e
Percentage
change from
2024 (baseline)
Scope 1
2,761
3.48%
2,409
+14.61%
Scope 2 (location-based)
5,013
6.31%
5,245
-4.42%
Scope 3
71,648
90.21%
98,906
-28.47%
1: Purchased Goods and Services
40,653
51.20%
43,512
-6.57%
2: Capital Goods
1,642
2.07%
30,209
-94.56%
3: Fuel and Energy-related Activities
2,202
2.77%
2,449
-10.09%
4: Upstream Transportation
and Distribution
6,773
8.53%
8,055
-15.92%
5: Waste Generated in Operations
529
0.67%
268
+97.39%
6: Business Travel
640
0.81%
913
-30.78%
7: Employee Commuting
2,003
2.52%
1,594
+25.66%
8. Upstream Leased Assets
896
1.13%
N/a
N/a
9: Downstream Transportation
and Distribution
9,966
12.55%
6,675
+49.30%
10: Processing of Sold Products
5,711
7.19%
4,700
+21.51%
12: End-of-life Treatment of
Sold Products
603
0.76%
507
+18.93%
13: Downstream Leased Assets
30
0.04%
24
+25.00%
Total Scope 1, 2 and 3
(location-based) Emissions
79,422
100%
106,561
-25.47%
N.B. Emissions are rounded to a whole number.
Streamlined Energy and Carbon Reporting (‘SECR’)
SECR is a mandatory UK government framework introduced in April 2019. It requires certain
companies to report on their annual energy usage and greenhouse gas emissions. AMS falls in scope
of SECR reporting, per the UK’s SECR requirements. All energy consumption and emissions for UK
operations have been disclosed below. Carbon emissions are categorised as follows:
Scope 1: Consumption and emissions related to direct combustion of natural gas and fuels utilised
for transportation operations, such as company vehicle fleets, any other fuels, and fugitive emissions
from refrigerant gases.
Scope 2: Consumption and emissions from indirect emissions relating to purchasing electricity in
daily business operations, including electricity used for charging electric vehicles.
Scope 3: Consumption and emissions cover emissions from sources not directly owned by AMS,
i.e., grey fleet business travel undertaken in employee-owned vehicles only.
Table 8: Advanced Medical Solutions Total UK Location-based Emissions (tCO2e).
Emissions Scope
2025 UK
Emissions(tCO2e)
2024 UK
Emissions (tCO2e)
Year-on-
Year Change (%)
Scope 1 Total
719
821
-12.46%
Natural Gas, Other Fuels &
Refrigerants (Scope 1)
714
809
-11.75
Transportation (Scope 1)
5
12
-59.22%
Scope 2 Total
725
835
-13.19%
Grid-Supplied Electricity (Scope 2)
725
835
-13.14%
Transportation (Scope 2)
0
0.47
-100.00%
Scope 3 Total (Grey Fleet)
0
32
-100.00%
Total Emissions
1,444
1,689
-14.51%
Total tCO2e per Full Time Equivalent
(‘FTE’)
3.22
1.93
+67.19%
N.B. Emissions are rounded to the nearest whole number.
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Climate-related financial disclosures continued
Table 9: Advanced Medical Solutions Total UK Energy Consumption (kWh).
Consumption (kWh)
2025 UK
Consumption (kWh)
2024 UK
Consumption (kWh)
Year-on-
Year Change (%)
Scope 1 Total
4,198,431
4,478,432
-6.25%
Natural Gas, Other Fuels &
Refrigerants (Scope 1)
4,162,087
4,423,761
-5.92%
Transportation (Scope 1)
36,344
54,671
-33.52%
Scope 2 Total
4,286,330
4,102,080
+4.49%
Grid-Supplied Electricity (Scope 2)
4,094,530
4,031,488
+1.56%
Grid-Supplied Electricity (Scope 2)
0
2,255
-100.00%
Transportation (Scope 2)
191,800
68,337
+180.67%
Scope 3 Total (Grey Fleet)
0
146,800
-100.00%
Total Emissions
8,484,761
8,727,312
-2.78%
N.B. Consumption figures have been rounded to the nearest whole number.
No Grey Fleet vehicles (personally owned vehicles used by employees for business purposes) were
identified during the 2025 data collection process. In addition, no electric vehicles owned by the
Company were identified during the data collection process. Consequently, no emissions are reported
in this category. All emissions related to electricity consumption (buildings and cars) are nevertheless
included in the site’s total electricity consumption.
Table 10: Advanced Medical Solutions UK Total Intensity Metrics.
Location-based
Intensity Metrics
2025
2024
Total FTE
449.00
412.44
All Scopes tCO2e per FTE
3.23
4.10
Percentage change
-21.46%
N.B Emissions are rounded to the nearest whole number.
Energy Efficiency Narrative
AMS is committed to year-on-year improvements in its operational energy efficiency. Throughout
2025, AMS monitored energy-consuming activities to identify opportunities for reduction. By closely
tracking operational processes and analysing energy usage data, the Group was able to pinpoint
priority areas where targeted actions would deliver the greatest energy savings. We completed a
range of energy efficiency initiatives in 2025 (Table 6).
Table 11: AMS energy efficiency measures 2025.
Measure
Site
Year one energy savings (kWh)
Circuit Level Monitoring
Winsford
Circuit Level Monitoring was
installed in November 2025.
Due to this, energy savings are not
yet quantified.
Plymouth
Chiller Operating Temperature
Adjustment
Stafford
This measure produced 34,003 kWh
of savings in 2025.
In 2026, energy efficiency measures are planned across our Winsford, Stafford, and Plymouth sites.
Measures include compressed air heat recovery, temperature adjustments, boiler replacements, and
sensors installed for LED lighting.
Methodology
The calculation of Scope 1, Scope 2 and Scope 3 greenhouse gas emissions follows the principles
of the GHG Protocol Corporate Standard, applying activity-based data and region-specific emission
factors to ensure accuracy and comparability across the reporting perimeter. For Scope 1 emissions,
fuel consumption from both fixed combustion sources (natural gas, burning oil, fuel oil) and mobile
sources (diesel, gas oil, petrol) was collected primarily through site-level tracking files. Where direct
fuel consumption data was unavailable, mileage-based estimates were converted using standard
conversion factors. In limited cases, such as Dublin and Moscow, prior year consumption data was
used as a proxy and adjusted using relevant operational metrics (e.g., FTE ratios or revenue ratios).
Emissions were calculated by multiplying the quantity of fuel consumed by the appropriate direct
combustion emission factor, with upstream well-to-tank emissions included to reflect the full value-
chain impact of energy use.
For Scope 2 emissions, electricity consumption data (kWh) was sourced from site‑level tracking
files, with the exception of Dublin, where 2024 data was adjusted to reflect 2025 operational
activity. Missing monthly data for the Peters Surgical Legacy site was substituted using the prior
year’s equivalent period. Scope 2 emissions were calculated using the location‑based method,
applying national grid average emission factors for each country. Only emissions from the electricity
generation phase were included in Scope 2, while upstream emissions and transmission and
distribution losses were allocated to Scope 3 in accordance with the GHG Protocol. Across all
scopes, no manual estimations were required beyond the specific proxy cases noted.
Next Steps
We are committed to lowering our emissions and achieving our targets to meet the expectations of
our stakeholders. In the near term, we will prioritise immediate, high-impact actions while laying the
groundwork for medium- and long-term progress. We will continue investing in low-carbon initiatives
and report transparently on our progress through our annual CFD disclosure.
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Section 172
Our stakeholders
Listening, engaging and partnering with our
stakeholders, illustrated in the diagram below
and further explained on Pages 62 to 63,
helps us to address our business impacts
and improve the outcomes for those
different groups.
Section 172
The Directors, as required by Section 172 of
the Companies Act 2006, must act in the way
they consider, in good faith, would most likely
promote the success of the Company for the
benefit of its stakeholders. In so doing, the
Directors must have regards, amongst other
matters, to the:
1 Likely consequences of any
decision in the long-term.
2 Interests of the
Company’s employees.
3 Need to foster the Company’s business
relationships with suppliers, customers
and others.
4 Impact of the Company’s actions on
the community and environment.
5 Desirability of the Company
maintaining a reputation for high
standards of business conduct.
6 Need to act fairly between
members of the Company.
AMS considers its stakeholders as integral to its success and
is committed to actively engaging and collaborating with them
throughout the value chain.
stakeholders
Engaging
This engagement with our core stakeholders
ensures that their views inform our business
strategy, enabling us to understand their
priorities, and use their feedback to shape
our business.
We summarise below, and reference
throughout this Annual Report, how our
Directors’ engagement with stakeholders
on key decisions also fulfils their duties in
relation to Section 172 of the Companies
Act 2006.
AMS
Stakeholders
Governance
Overview
Financial Statements
Strategic Report
61
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Section 172 continued
Employees
Patients
Investors
Clinicians
We are a people-centric, equal-opportunity
business which aims to enable our employees
to develop and thrive whilst protecting their
safety and wellbeing.
The patient is at the heart of everything
we do. We develop innovative products
to minimise complications and improve
patient outcomes.
We give high priority to communicating
effectively with investors, brokers and
analysts on strategy, governance and
financial forecasts.
We work with Clinicians and Key Opinion
Leaders to ensure our products are effective,
easy to use, clinically safe and meet
patient needs.
Material topics
•
Cultural values survey and focus groups to
create a new vision and values.
•
Opportunities to share ideas.
•
‘Ever wonder what they do’ opportunities to
learn about other areas of the business.
•
Opportunities for career development.
Material topics
•
Products to address unmet patient needs
and improve their outcomes.
•
Post-market surveillance.
•
Clinical studies.
•
Monitor trends and changes.
Material topics
•
Financial and operational performance.
•
Business strategy and acquisitions.
•
Market conditions.
•
R&D pipeline and product approvals.
•
Dividend.
Material topics
•
Clinical Advisory Boards.
•
Industry-leading training.
•
Subscription database.
•
Virtual symposia.
How we engage
Our CEO Live global webcasts enable employees
to freely raise questions, together with an ExecCo
online Portal. Employee Inclusion Groups can be
approached regarding issues at site-level.
Annual Employee Engagement Surveys provide
an opportunity to give feedback anonymously
and will be relaunched in 2026. Employees were
involved extensively in the development of the
Purpose, Mission and Values.
The Board engage employees directly during
site visits via breakfast sessions, where only
the NED’s attend and the sites select attendees.
A Board Director is responsible for Workforce
Engagement (Susan Searle).
How we engage
We work closely with customers, clinicians,
Key Opinion Leaders and industry bodies to
understand patient needs.
We are investing in clinical studies which enable
the commercialisation of products to address
unmet needs, such as our US LiquibandFix8®
Pre-Market Approval, and further highlighted
by the development of Seal-G®, for which AMS
is in the late stages of a grant approval process
for a large, pivotal, randomised controlled trial
to evaluate efficacy preventing or reducing
anastomotic leaks in patients undergoing
colorectal surgery. Such a study would be
critical in establishing the technology as
a future standard of care in gastrointestinal
surgical resection.
How we engage
We maintain regular communications with
shareholders, analysts and brokers in line with
our regulatory duties. We have twice-yearly results
roadshows and engage on an ad-hoc basis on
issues such as remuneration, governance and
ESG. We hold an Annual General Meeting and
provide updates in between via RNS alerts on
our website and contact through our advisers.
Following the acquisition of Peters Surgical in
2024, we have facilities in place with two banks
(HSBC and NatWest). We ensure compliance
with the requirements of these arrangements,
as well as maintaining an ongoing business
relationship.
How we engage
Clinical Advisory Boards help to provide guidance
and clinical trial development for key products.
We have a focus on training and education with
ActivHeal® Academy and other digital platforms,
including increased social media engagement.
For key surgical products we conduct virtual
symposia and Voice of Customer activities. We
provide clinical updates to surgeons on products
to increase skill levels.
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Strategic Report
Section 172 continued
Regulators
Communities & Environment
Partners
Supply Chain
We engage with Competent Authorities and
Notified Bodies to operate within regulatory and
legal frameworks and ensure our products have
approval in key markets.
Our values encourage us to contribute to our
local communities and charitable causes,
reduce our environmental impact and help
to stop climate change. These are key
components of our ESG framework.
Our network of OEM and distribution partners
allows us to meet the clinical needs of patients
that we cannot reach directly.
We strengthen our supply chain resilience
through increased inventory levels, robust
supply agreements, minimising sole suppliers,
a comprehensive supplier audit programme
and monitoring compliance with our Ethical
Sourcing Policy.
Material topics
•
Compliance with legislation.
•
Maintain high standards.
•
Medical Devices Regulation (‘MDR’).
•
Working relationships with Notified Bodies.
Material topics
•
Pathway to Net Zero.
•
Climate-related Financial Disclosures (‘CFD’).
•
Involvement in local organisations.
•
Sponsorship and charity matching.
•
Environmental initiatives.
•
Customer discussions on environmental
impact and emissions.
Material topics
•
Relationship development.
•
Education and training.
•
Opportunities to share ideas.
•
Align pipeline of new products, value-
added services and customer support.
Material topics
•
Supply chain resilience through increased
inventory levels and dual sourcing.
•
Security of supply.
•
Improving OTIF.
•
Ongoing impacts of cost inflation.
•
Auditing of suppliers including plan to
incorporate ethical matters.
How we engage
In a highly regulated industry we maintain
good relationships with our regulators by
working openly and in a transparent way,
promoting a partnership approach to further
understand the regulatory landscape.
How we engage
We actively engage in local communities
by encouraging employees to participate.
We provide sponsorship and charity matching
where employees are involved locally. An
Environmental Pledge programme and
ISO50001 at selected sites help to reduce our
local environmental impact and we take part in
environmental initiatives local to our sites.
How we engage
We try to ensure that partners have the
opportunity to speak to key employees
at any time.
We use remote ‘Voice of Customer’, Key Opinion
Leader masterclasses and focus groups to gain
feedback on products and ideas. Websites,
online tools and Brand Hubs provide further
direct engagement. We participate in industry
clinician groups.
How we engage
We hold regular meetings with key suppliers
and have strengthened our key supplier audit
process, making it more robust and building
closer working relationships.
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Section 172 continued
Integration –New Purpose, Mission and Values
With a diverse portfolio shaped by years of
strategic acquisitions, AMS had evolved into
a collection of strong but individually distinct
businesses. To fully leverage our scale and global
expertise, the Board recognised the need for a
shared Purpose, Mission, and set of Values.
A cross-functional steering committee was
established, supported by an expert external
partner. Together, they led a comprehensive
engagement process that included (i) Leadership
workshops, (ii) Global employee roundtables, (iii)
Company-wide surveys, and (iv) Feedback from
every legacy business and region. This process
surfaced a universal insight: our collective
strength far exceeds what any single legacy
business can achieve alone.
Why was this decision important to the Board?
Defining One AMS is critical to integration. Our
Purpose (We unite expertise to improve patients’
lives) captures who we are today and the
meaningful impact we aim to deliver, supported
by our Mission (We are dedicated to delivering
high-quality, innovative solutions with exceptional
value. Our success is powered by our people,
our commitment to partnership, and our global
scale). Our Values (Be Ambitious | Keep It Simple
| Own It | Work Together) shape our culture and
guide decision making across the organisation.
At a critical time for AMS as we enter a process
of site rationalisation, we believe this work will
bring us together as One AMS.
Which s172 factors were key to this decision?
(a) the likely consequences of any decision in
the long-term; and (b) the interests of the
Company’s employees.
Which stakeholders does this decision impact?
Investors, People, Customers and Suppliers.
Outcome and impact on long‑term
sustainable success
Purpose, Mission, and Values across all global
locations. Every employee participated through
on-site events or virtual sessions. Early adoption
has been strong, with teams already integrating
our new direction into decision-making,
collaboration, and communication. Our launch
theme, FUTURE NOW, has become an energising
call to action across AMS.
As we transition all sites to the Advanced Medical
Solutions name and continue to embed our
unified corporate identity throughout 2026 and
beyond, our commitment remains clear: To unite
expertise, operate as One AMS, and continue
improving patients’ lives worldwide.
These key projects are critical to driving our
strategy and underpin the long-term sustainable
success of AMS.
Principal decisions in 2025
The Board considered the interests of, and the impact on, all stakeholders when
key decisions were made during the year, as demonstrated below.
Integration and synergies
Following the successful integration of key
function teams from AMS and Peters Surgical
in 2024, the Board agreed projects, which have
been considered throughout 2025 and are
underway in 2026, to develop a unified structure.
The acquisition of Peters Surgical on 1 July 2024
contributed revenue of £74 million to the AMS
Group during 2025.
Why was this decision important to the Board?
AMS has outlined to the market that a
programme to deliver commercial and
operational synergies will be put in place as part
of the rationale for the Peters acquisition.
Which s172 factors were key to this decision?
(a) the likely consequences of any decision in
the long term; (b) the interests of the Company’s
employees; and (c) the need to foster the
Company’s business relationships with suppliers,
customers and others.
Which stakeholders does this
decision impact?
Investors, People, Customers, Suppliers,
Communities, Regulators.
Outcome and impact on long‑term
sustainable success
The projects to deliver commercial and
operational synergies are progressing well.
Our established direct sales teams benefit from
larger product portfolios, driving the potential to
deliver incremental annual revenues towards the
upper end of our target range of £5 million to £10
million from mid-2029. Building on some initial
successes with increased direct selling, we are
evaluating opportunities for further transitions in
certain key markets, which could include some
one-off costs.
The integration programme to deliver £10 million
of annual operational synergies from 2027 is
progressing to plan. Potential site closures
were announced internally in January 2026, with
four sites in Germany and one site in Czechia
expected to close in March 2027. The financial
impact of site closures is subject to variations
and is being assessed on an ongoing basis.
These projects are critical to the future success
of AMS and ensure we remain competitive in key
markets. Without the implementation of these
changes, the rationale for the Peters Surgical
acquisition would have to be addressed by the
Board and there would be significant pressure
on our revenue. Despite the potential negative
impact on a number of our employees, this is
required for long-term sustainable growth.
Principal decision 1
Principal decision 2
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Governance
Overview
Financial Statements
Strategic Report
6
Members
By sex
● Female – 2
● Male – 4
Board Gender Diversity
Corporate Governance at a Glance
Throughout 2025 the Board has overseen and regularly reviewed the Group’s financial performance, risk and controls, strategic activities
(including material capital expenditure, M&A and integration), relevant regulatory and market developments and people and culture matters
(complete list on Page 74). The Board seeks to engage with stakeholders and considers their interests when making decisions.
Significant Board changes prepare us
for future challenges as we manage
a critical period of integration and
restructuring of the Group.
Grahame Cook
Chair
Announcement:
2024 Trading update.
Decision: Review and improve
Risk Review process.
Discussion: Implications
of a move to Main
Market. Potential impact
of US Tariffs.
Announcement: Publication of 2024 full-year results
and dividend declared to shareholders.
Announcement: Grahame Cook replaced Liz
Shanahan as Chair. Susan Seale joined Board.
Approval: Considering a possible offer for the
Company and entering an offer period.
Decision: Delay AGM and change Dividend
Record Date.
Deep dive: Five-year commercial strategy review.
2025 Annual General Meeting
Announcement: Juliet Thompson joined
the Board.
Decision: Appointment of new
Strategic Communication company.
Event: Visit to AMS Plymouth,
engagement session with employees
Decision: Significant capex for
AMS Stafford to supply ConvaTec
Woundcare product.
Deep dive: Purpose, Mission and
Values with roll-out plan.
Decision: Susan Searle appointed to
manage Workforce Engagement.
Additional areas of focus and activities:
Board Tenure
Length of service
● 0-3 Years – 2
● 3-6 Years – 2
● >6 Years – 2
Event: Visit to AMS Winsford
engagement session with
employees
Approval: 2026 Budget
Deep dive: Cyber Security
Strategy, Group H&S.
Approval:
Proceed with
program of site
rationalisation.
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan 26
Announcement: Publication of 2025 half-year results
and dividend declared to shareholders.
Review: Strategic innovation review.
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Led by the Chair, the Board which is made up of a majority of independent Non-Executive Directors, provides leadership and
is responsible for the overall management of AMS, its strategy, long-term objectives and risk management. It ensures the
right structure is in place to deliver long-term value to shareholders and all stakeholders.
Board
Board Committees
Executive Committee
Support the Board in its work with specific areas of review and oversight objectives and risk management.
They ensure the right Company structure is in place to deliver long-term value to shareholders and other stakeholders.
The CEO and CFO lead the team responsible for the day-to-day operational management of the business and overseeing the implementation of
the strategy as delegated by the Board. They are supported, as required, by additional committees made up of the Group’s most senior leaders.
Audit & Risk Committee
Oversees the Company’s financial
reporting and risk management
processes.
See Pages 81 to 84
Senior Leadership Team
Responsible for overseeing the day-to-
day running of the Company; monitoring
performance; prioritisation and allocation
of resources; people, talent and culture.
Nomination Committee
Assists the Board in discharging
its responsibilities relating to the
composition and make-up of the Board
and any Committees of the Board.
See Pages 77 to 80
Business Risk
An AMS executive-led non-financial risk
team that facilitates Executive focus on
the management of AMS’s key risks.
ESG Steering Committee
(Reports regularly to Board -
Not formal Board Committee)
Defines Company’s ESG strategy and
ensures the strategy remains effective.
See Pages 40 to 44
Remuneration Committee
Determines and agrees the broad policy
for the remuneration of the Executive
Directors, Chair and other Senior
Executives.
See Pages 85 to 98
Category General Managers
Responsible for the day-to-day running
of the newly formed categories (which
replaced the Business Units in 2024).
Governance Framework
Corporate Governance at a Glance continued
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Board of Directors
A diversely skilled Board with proven leadership capabilities and relevant healthcare,
operational, transformation and financial skills and experience.
Grahame Cook
Chair
Grahame has 18 years of experience in investment
banking, focusing on global equity capital markets
and M&A and corporate advisory services. He was a
Managing Director at UBS and joint Chief Executive
of Panmure Gordon. He advised the London Stock
Exchange on the creation of TechMark, the specialist
segment of the Main Market focusing on innovative
technology and healthcare companies. He has experience
in the healthcare sector, most recently as Chair of
Sinclair Pharma plc and as Non-Executive Director of
Morphogenesis Inc. and Horizon Discovery plc. He has
also held Board positions in a number of other companies
including MDY Healthcare plc and Crawford Healthcare.
He holds a double first-class degree from Oxford
University and is a member of the Institute of
Chartered Accountants.
Term of office
Grahame Cook was appointed as Non-Executive Director
of AMS in February 2021 and as Chair in March 2025.
External appointments
Grahame Cook is Chair of Molten plc, a FTSE 250
company, and a Non-Executive Director of Minoan plc
and Sapience Communications Limited.
Chris Meredith
Chief Executive Officer
Chris joined AMS as Group Commercial Director in
July 2005 following a successful 18-year career in
international healthcare sales, marketing and business
development. His experience covered business-to-
business contract manufacturing, product development
and clinical research, as well as branded product sales all
within the medical device, pharmaceutical or consumer
healthcare markets. Chris has previously held senior
positions at Smiths Industries, Cardinal Health, Banner
Pharmacaps, and Aster Cephac. He was appointed
Managing Director of Advanced Woundcare in February
2008, became Chief Operating Officer in January 2010
and was appointed as Chief Executive Officer in
January 2011.
Term of office
Chris Meredith was appointed to the Board in
April 2006.
External appointments
Chris Meredith was appointed Chair of Arterius, a UK-
based pre-commercial, non-competitive medical device
company, in January 2022 and resigned this position in
February 2025.
Douglas Le Fort
Non-Executive Director
Douglas is a seasoned veteran in the medical and life
science industry, with more than 20 years of senior
executive leadership. Most recently, he was an Operating
Partner for Revival Healthcare Capital Partners, an
investor in medical device and diagnostics businesses,
Non-Executive Director of Clinisupplies, a UK- based
manufacturer of chronic care products, CEO of MedTrade
Products, a woundcare products business, and prior to
that held various senior executive roles at ConvaTec
Group plc. At ConvaTec he was Senior Vice President for
Corporate Development, and prior to that Vice President
and General Manager with P&L responsibility for the
global Ostomy business.
He has an MBA from Henley Management College and is
a Chartered Management Accountant.
Term of office
Douglas Le Fort was appointed as Non-Executive Director
of AMS in August 2021.
External appointments
Douglas Le Fort is currently Chair of ForLife GmbH,
previously Trio Healthcare, a manufacturer of ostomy
products, Chair of AOTI, a medical technology group,
and a Non-Executive Director of The Insides Company
Ltd, a start-up addressing intestinal failure based in
New Zealand.
Susan Searle
Senior Independent Non-Executive Director
Susan has extensive experience on public and private
company boards in a number of sectors, including
healthcare. Susan was formerly Non-Executive Senior
Independent Director and Remuneration Chair of
Horizon Discovery plc and Benchmark Holdings Plc,
both technology businesses. She also chaired two listed
investment businesses – Mercia Asset Management
plc and Schroders UK Public Private Trust plc, and was
a founder of Touchstone Innovations plc, where she
served as its CEO. She has recently stepped down from
QinetiQ plc where she was a Non-Executive Director and
Remuneration Committee Chair, having served three
full terms. She holds an MA in Chemistry from
Oxford University.
Term of office
Susan Searle was appointed as Non-Executive Director in
March 2025 and as the Director responsible for Workforce
Engagement in July 2025.
External appointments
Susan Searle is currently a Non-Executive Director
of Gooch & Housego plc, where she is Chair of the
Remuneration and Sustainability Committees, as well as
being a Non-Executive Director of Bibby Line Group and
Chair of Greenback Recycling Technologies Limited.
R
N
A
R
N
A
R
N
Audit & Risk Committee Remuneration Committee Nomination Committee Committee Chair
Committee membership key:
A
R
N
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Board of Directors continued
Eddie Johnson
Chief Financial Officer
Eddie was appointed as Chief Financial Officer in
January 2019. He joined AMS in October 2011 and was
appointed Group Financial Controller in November 2012.
Prior to this he gained a first-class degree in Maths and
Computer Science from Keele University in 1993 and
qualified as a Chartered Accountant in 1996.
Since moving into industry in 1996 Eddie has held
a number of senior finance roles in various sectors
including, more recently, Head of Commercial Finance at
Norcros plc and Western European Financial Controller
for Sumitomo Electrical Wiring Systems.
Term of office
Eddie Johnson was appointed to the Board in
January 2019.
External appointments
None.
Juliet Thompson
Non-Executive Director
Juliet spent her career advising pharmaceutical and
medtech companies. She played a leading role in setting
up Code Securities, which was later acquired by Nomura
(becoming Nomura Code) but remained independent.
At Nomura Code, Juliet advised companies in the
healthcare and clean tech sectors on their financing and
strategic options. She worked on over 50 transactions
including IPOs, secondary offerings, private placements
and M&A. As Nomura Code was devolved, she joined
Stifel with a team from Nomura Code to head up the life
sciences team where she advised CEOs and CFOs in the
healthcare sector. She was Audit Committee Chair at
Vectura Group Limited and a Non-Executive Director of
Organox Limited, who develop innovative solutions for
organ preservation prior to transplantation.
Juliet holds a BSc in Economics from the University
of Bristol and holds an ACA from the Association of
Chartered Certified Accountants.
Term of office
Juliet Thompson was appointed as Non-Executive
Director in June 2025.
External appointments
Juliet Thompson is currently a Non-Executive Director and
Chair of the Audit Committees of: Indivior plc, a NASDAQ
listed company working to develop medicines to treat
addiction; and Novacyt S.A., a Euronext and AIM-listed
diagnostic company.
Owen Bromley
Company Secretary
Owen joined AMS in April 2012 as Assistant Company
Secretary and became Deputy Company Secretary in
October 2013.
Having completed a BA (Hons) in International Business
and a Masters in Business Administration, he helped
to launch a licensed Corporate Service Provider on the
Isle of Man in 2006 and qualified through the Institute of
Chartered Secretaries and Administrators in 2007, now
the Chartered Governance Institute.
He moved to the UK in 2010, working at Eversheds LLC
and GB Group plc prior to AMS.
Term of office
In January 2021, Owen Bromley was appointed as
Company Secretary.
External appointments
None.
R
N
A
Committee membership key:
A
R
N
Audit & Risk Committee Remuneration Committee Nomination Committee Committee Chair
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Cathy Tomlinson
Chief People Officer
Cathy joined AMS in May 2017 as Group HR Director.
Cathy graduated with a degree in Business Studies
from Liverpool John Moores University and completed
a Masters in Business Administration at Strathclyde
University.
She spent five years working for Amazon and was Head
of HR for their final mile delivery business (a start-up
business for Amazon).
Prior to this Cathy held senior HR roles for Xerox
(supporting the outsourcing of managed services from
government and blue chip organisations to Xerox), and
Emirates Airline based in Dubai (where she supported
the growth of the airline in new geographies and
acquisitions).
Ross McDonald
Chief Commercial Officer
Prior to joining AMS in January 2006 Ross graduated
with his BSc from University of Glasgow and then
completed an MSc in Entrepreneurial Studies from
Glasgow Caledonian University. Following university,
Ross then spent five years within the Pharmaceutical
industry. Upon joining AMS, from 2006 to 2012,
Ross worked across our direct and distributed sales
functions both in the UK Sales organisation, before
taking on responsibility for the European Woundcare
Business in 2010. In 2012 Ross relocated to the US.
In his role as National Sales Manager Americas, he
contributed to a period of sustained and high growth
for the LiquiBand® franchise.
In October 2016 Ross returned to the UK to take up a
new role as Director of Sales for US, UK and Germany
and quickly moved into the Global Sales Director role
for the Surgical Business Unit. In January 2021, Ross
was appointed to the Business Unit Director role for
the Surgical Business Unit. He was appointed Chief
Commercial Officer in mid-2024.
Executive Committee
Shaping the future of Advanced Medical Solutions
Dr Alex Dietrich
Chief Operating Officer (appointed March 2026)
Alex joined AMS in 2024, bringing extensive scientific
and operational leadership experience to the Group.
She holds a university degree in Pharmacy and a PhD in
Molecular Biology/Genetics.
Alex began her career as a scientist at Genencor before
moving to Bavarian Nordic, where she served as Deputy
Group Leader in Vaccine Development. She then spent
18 years at Syntacoll GmbH, advancing through senior
roles across Quality, Regulatory Affairs, Production,
Supply Chain and R&D, ultimately becoming Managing
Director. During this period, she also served as Vice
President of Technical Operations at Syntacoll’s parent
company, Innocoll.
At AMS, Alex initially joined as Director of Operations for
Biosurgical, later assuming a broader Group operational
leadership remit. She was appointed Chief Operating
Officer in March 2026.
Chris Meredith
Chief Executive Officer
See Page 67
Eddie Johnson
Chief Financial Officer
See Page 68
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Financial Statements
Strategic Report
Dear Shareholder,
As Chair of AMS, and on behalf of the Board, I am
pleased to present this year’s Governance Report.
Strong governance remains essential as we
continue to integrate Peters Surgical and deliver
long-term value whilst maintaining the trust of our
stakeholders. This year, the Board has continued
to provide clear strategic oversight while ensuring
that responsible and sustainable practices remain
at the heart of our decision making.
We have strengthened our governance framework
to support both financial resilience and our
broader sustainability ambitions. This includes
continued focus on the environmental impact of
our operations, the wellbeing and development
of our people, and the long-term stewardship of
the business. Board effectiveness, succession
planning, and maintaining a diverse blend of skills
and perspectives remain priorities as we guide
AMS through a rapidly evolving landscape.
2025 marked an important step forward in
defining the long-term direction of the business.
We introduced a refreshed Purpose, Mission
and Values, providing a clear and cohesive
framework to guide our strategy, culture, and
decision making. This renewed focus strengthens
our commitment to long-term sustainable
growth and ensures that the Board and wider
organisation remain aligned in delivering value for
all stakeholders.
Looking ahead, the Board is committed to
ensuring that AMS grows responsibly – balancing
performance with purpose, and ensuring
sustainability considerations are fully integrated
into our strategy.
Changes to the Board
2025 was a period of transition for the Board.
I was appointed Chair when Liz Shanahan stepped
down on 31 March 2025. At the same time, we
were pleased to welcome Susan Searle as a
Non-Executive Director and Senior Independent
Director. In line with corporate governance best
practice, we further strengthened the Board
with the appointment of Juliet Thompson, who
joined as a Non-Executive Director on 30 June
2025. Juliet brings extensive Board experience,
particularly within the healthcare sector, and is an
established Audit Committee Chair. Upon joining,
she assumed the role of Chair of the Audit and
Risk Committee and became a member of both
the Nomination and Remuneration Committees.
operate ef fec tively
and positions us well to continue to deliver sustainable
growth for the benefit of all our stakeholders
Our Governance Framework enables us to
Corporate Governance Report
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Strategic Report
Corporate Governance Report continued
Corporate Governance
We choose to comply with the UK Corporate
Governance Code (‘Code’) as far as is
practicable and appropriate for a public
company of the Group’s size. We remain
committed to maintaining high standards of
corporate governance which is key to generating
shareholder value, protecting stakeholder
interests and long-term sustainable growth.
A breakdown of our compliance with the Code
can be seen on Page 75 and on our website
www.admedsol.com. The Code reinforces the
need to understand shareholder views and
consider these as part of our decision-making.
Details of how we engage with our stakeholders
are set out on Pages 61 to 64.
Corporate Governance Report
The Board is committed to the principles of
good corporate governance which encompass
leadership, effectiveness, accountability,
remuneration and shareholder relations.
Our shares are quoted on the AIM market and
are subject to the AIM Admission Rules of the
London Stock Exchange.
Throughout the year
The Board met ten times during the year. All of
the meetings were held in the UK. The Directors
attended the following meetings in the year
ended 31 December 2025:
Board member
Board
Grahame Cook (Chair)
10/10
Eddie Johnson
10/10
Douglas Le Fort
10/10
Chris Meredith
10/10
Liz Shanahan1
2/3
Susan Searle2
7/7
Juliet Thompson3
4/4
1 Liz stepped down from the Board on 31 March 2025.
2 Susan joined the Board on 31 March 2025.
3 Juliet joined the Board on 30 June 2025.
Susan Searle was designated as the Non-
Executive Director for Workforce Engagement
following her appointment to the Board, and
employee engagement remained high, with CEO
video conferences with each site. Management
have regularly updated the Board on employee
engagement throughout the year.
In addition, the Board held employee
engagement sessions at two sites in 2025 as
part of Board meetings. These were run as
breakfast sessions, with the sites selecting the
employees who participated from a variety of
functions and seniority levels. These were well
received and will take place during all site visits
by the Board in 2026.
The new Purpose, Mission and Values were
also well received, with significant input from
employees across the Group in a variety of
ways. Please see Page 64 for further details.
Despite not carrying out an employee
engagement survey in 2025, which we intend
to relaunch to the expanded Group in 2026, we
addressed the issues raised from the last survey,
as well as from the other employee engagement
activities, and this was positively received. We
have continued regular communication across
the Group to address concerns which have
been raised. In 2026 we will be focusing on
proactive ways to further increase engagement,
supported by the appointment of an Internal
Communication Manager.
As in previous years, the implementation of
strategy has been an area of focus in our
Board meetings. The Executive Directors have
provided regular updates, allowing the Board to
be informed of our view on the successes and
challenges throughout the Group and review
future direction through five-year strategic plans.
There has been a particular focus on the
integration of Peters Surgical, the synergies
which can be achieved, how the Group will
operate, and what the Group will look like
in the future. Direct engagement with our
significant shareholders in recent years on ESG,
Remuneration Policy and Board refreshment
meant that our plans have been clearly
communicated, and will continue to be
moving forward.
Details of our principal risks are set out on
Pages 35 to 38. The Risk Register and principal
risks are regularly assessed by the Board and
Audit and Risk Committee and we reviewed
and updated our Risk Management process in
2024. Further information regarding the principal
matters discussed by the Board during 2025 is
set out on Page 74.
Recognition and
looking forward
I would like to thank all of those involved
in bringing together my fellow Board
members, the leadership team, and all
colleagues across AMS for their ongoing
dedication and contribution.
In the year ahead, while continuing to
enhance our corporate governance
framework, the Board will also prioritise:
•
Progress the implementation of
our ESG Strategy, with a focus on
implementing the Science Based
Targets Initiative (‘SBTi’) and UN
Global Compact.
•
Further embed our Purpose, Mission
and Values, and refreshed Corporate
Identity, to enhance One AMS.
•
Continue to drive growth of US
LiquiBand® and LIQUIFIX™ in the US.
•
Focus on our innovation pipeline as
focus moves away from MDR.
•
Accelerate Peters Surgical integration,
maximising the commercial and
operational synergies, and working
with our employees to manage our
site rationalisation.
Grahame Cook
Chair
1 May 2026
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Corporate Governance Report continued
Role of the Board
The role of the Board is to establish the Purpose,
Mission, Values and Strategy for the Group, to
deliver shareholder value and take responsibility
for the long-term, sustainable success of
the Company.
Individual members of the Board have equal
responsibility for the overall stewardship,
management and performance of the Group and
for the approval of its long-term objectives and
strategic plans.
2026 AGM
In 2026, we will put forward all Directors for re-
election in accordance with Code Provision 18.
Grahame Cook and Susan Searle own shares
in the Company as shown on Page 97. These
holdings have been highlighted to shareholders
and are small and would not be considered to
impact independence under Code Provision 10.
The 2026 AGM will be convened at 11.00am
on 17 June 2026. Details of the AGM will be
outlined in the AGM Notice, on the Company’s
website www.admedsol.com and through RNS
announcements to the market.
Purpose
We unite expertise to improve patients’ lives
Board activities
The AGM results will be announced to the
London Stock Exchange and placed on the AMS
website www.admedsol.com, in the usual way,
as soon as practicable after the conclusion of
the AGM.
The Board would like to thank all shareholders
for their continued support.
Relations with Shareholders
The Strategic Report, which incorporates the
Chair’s Statement, Chief Executive’s Q&A,
Financial Review, Section 172 Statement,
Stakeholder Engagement, Risk Management,
Sustainability/ESG and Climate-Related Financial
Disclosures (‘CFD’) sections, together with other
information in the Annual Report of the Group,
provides a detailed review of the business.
The views of both institutional and private
shareholders are important, and these can be
varied and wide-ranging, as is their interest in the
Company’s strategy, reputation and performance.
External Influences
Internal Influences
Board Activities
The UK Corporate
Governance Code
The AIM Rules
Our culture –
Care, Fair, Dare
Our Mission –
To develop,
To make a real difference,
To add value
Risk management
Monitoring business performance
Setting strategy
Approving business plans and budgets
Development of ESG
Considering and communicating
with stakeholders
Overseeing corporate culture
Considering strategic acquisitions
Considering strategic disposals
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
72
Governance
Overview
Financial Statements
Strategic Report
Corporate Governance Report continued
The Executive Directors have overall responsibility for ensuring
effective shareholder communication and the Company maintains
a regular dialogue with its shareholders, which is described in the
Section 172 Statement on Pages 61 to 64.
The Notice for the Annual General Meeting is sent to shareholders
at least 20 working days before the meeting.
The AMS website www.admedsol.com was relaunched in February
2024 with a contemporary design, refreshed content, an enhanced
user experience and SEO-ready functionality. It is regularly updated
and provides additional information on the Group, including
information on the Group’s products, technology and work on
sustainability/ESG. In March 2026 it was updated to reflect the
new Corporate identity.
Division of Responsibilities
There is a clear division of responsibilities between the role of
the Chair and the Chief Executive Officer of the Company.
The roles are clearly set out in writing. The information below
reflects the Board at the time of issuing the Annual Report in
May 2026.
Grahame Cook
Chair
• Leadership and management
of the Board.
• Setting the Board’s agenda,
style and tone of discussions.
• Ensuring the Board’s
effectiveness in all aspects
of its role.
• Working closely with the
Chief Executive Officer on
developing the Group’s
strategy, and providing general
advice and support.
• Facilitating active engagement
by all members.
• Participating in shareholder
communications.
• Promoting high standards of
corporate governance.
Chris Meredith
Chief Executive Officer
• Managing the Group’s
business.
• Developing Group strategy for
consideration and approval by
the Board.
• Leading the Executive
Committee in delivering the
Group’s strategic and day-to-
day operational objectives.
• Leading and maintaining
communications with all
stakeholders.
Douglas Le Fort
Non-Executive Director
Juliet Thompson
Non-Executive Director
Susan Searle
Senior Independent Director
• Acting as an intermediary
for other Directors when
necessary.
• Available to meet with
shareholders and aid
communication of shareholder
concerns when normal
channels of communication
are inappropriate.
• Chairing meetings of Non-
Executive Directors, if and
when required.
• All responsibilities of a Non-
Executive Director as outlined
(see right).
• Chairs meetings of the
Nomination Committee when
it is considering succession to
the Chair.
• Provides a sounding board for
the Chair and conducts the
Chair’s annual evaluation.
• Constructively challenging and contributing to the development of
strategy.
• Monitoring the integrity of financial information, financial controls
and systems of risk management to ensure they are robust.
• Reviewing the performance of Executive Management.
• Formulating Executive Director remuneration.
• Chair Board Committees as required (Douglas - Remuneration
Committee, Juliet - Audit & Risk Committee.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Corporate Governance Report continued
The Non-Executive Directors
Each of the Non-Executive Directors is free from
any relationship with the Executive Management
and from any business or other relationship that
could affect or appear to affect the exercise
of their independent judgement. The Board
considers that all of the Company’s Non-
Executive Directors are Independent Directors,
in both character and judgement, in accordance
with the recommendations of the Code.
Both Liz Shanahan, who stepped down as Chair
on 31 March 2025, and Grahame Cook, who
was appointed as Chair on 31 March 2025, were
considered independent upon their appointment.
The operation of the Board
The Board has the responsibility for ensuring
that the Group is appropriately managed and
achieves the strategic objectives it sets. To
achieve this the Board reserves certain matters
for its own determination, including matters
relating to Group strategy, approval of interim and
annual financial results, dividends, major capital
expenditure, budgets, monitoring business and
financial performance, treasury policy, corporate
governance, risk management, development of
Environmental, Social and Governance strategy
and the effectiveness of its internal control
systems. It has a schedule of matters specifically
reserved for its approval. Matters are delegated
to the Board Committees, Executive Directors
and the Executive Management Team where
appropriate, and the Group’s delegation of
authority policy was reviewed and updated
within the year to ensure it continues to align
with best practice.
The Board performs its responsibilities through
an annual programme of meetings and by
continuously monitoring Group performance.
The Board also delegates a number of its
responsibilities to Committees and management
as described below.
All Directors have access to the advice and
services of the Company Secretary. The Non-
Executive Directors can contact the Executive
Directors, Company Secretary or Senior
Managers at any time for information about
the Group.
Board Committees
The Board has delegated responsibilities to the
Audit and Risk, Remuneration, and Nomination
Committees. Grahame Cook and Douglas Le
Fort served as members of all three Committees
during the year. Until her resignation on 31
March 2025, Liz Shanahan was a member of the
Remuneration and Nomination Committees.
Liz Shanahan stepped down as Chair on 31
March 2025. Following his appointment as Chair
on the same date, Grahame Cook continued to
serve as Chair of the Audit and Risk Committee
until 30 June 2025, when Juliet Thompson joined
the Board and assumed that role. Upon her
appointment, Juliet joined the Nomination and
Remuneration Committees.
Susan Searle was appointed to all three
Committees upon her appointment on 31
March 2025 and replaced Grahame as Senior
Independent Non-Executive Director. Susan has
also been appointed as the Director responsible
for Workforce Engagement.
Matters considered by the
Board in 2025 included:
• Strategic plans.
• Bid defence review.
• Acquisition strategy and targets.
• Acquisition integration and synergies.
• Restructuring of Woundcare.
• Supply chain resilience.
• Environmental, Social, Governance (‘ESG’).
• Climate-related Financial Disclosures
(‘CFD’).
• Dividend policy.
• Analysis of current market listing.
• Health and safety.
• UK Corporate Governance Code
compliance.
• Board refreshment and succession.
• Directors’ responsibilities.
• Group delegation of authority policy.
• Risk review.
• Major capital expenditure.
• Finance and operations review.
• Matters reserved for the Board.
• Reports from the Board Committees.
• Annual budget, results, forecast updates.
• Organisation and Senior Management
structure.
• Shareholder base and investor
engagement.
• Employee incentives.
Board composition
The Board comprises the Non-Executive
Chair, two Executive Directors and three Non-
Executive Directors. The Directors’ profiles
on Pages 67 and 68 detail their experience
and suitability for leading and managing the
Group. Together they bring a valuable range
of expertise and experience. No individual or
group of individuals dominates the Board’s
decision-making process. The previous Chairs
and new Chair foster a climate of open debate
in the boardroom, built on a challenging
but supportive relationship with the Chief
Executive Officer which sets the tone for Board
interaction and discussions.
Appointment of Non-Executive Directors
Non-Executive Directors are appointed
to the Board following a formal, rigorous
and transparent process, usually involving
an external recruitment agency, to select
individuals who have a depth and breadth
of relevant experience to ensure that they
can make an effective contribution to the
Board. Details of how the Nomination
Committee managed the process for the Board
appointments made in 2025 can be found
on Page 80.
Diversity
We recognise the importance of diversity.
The Board has a wide range of skills and
experiences from a variety of business
backgrounds and a number of nationalities.
The female Board representation at 31
December 2025 was 33%. The FTSE Womens
Leaders Review target (40%) is being
considered during the recruitment process for
the new Non-Executive Director and is a key
part of the succession planning process.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Overview
Financial Statements
Strategic Report
Corporate Governance Report continued
The Executive Committee also has diverse
experience. It is comprised of several
nationalities and female representation is 40%.
Our Group Equality, Diversity and Inclusion
(‘EDI’) Policy ensures diversity is considered
at all levels and across the Group. Our EDI
Committee, launched in 2022, and refreshed in
2025 across the wider Group as AMS Together,
has made further progress and reports into the
ESG Steering Committee. We continue to take
steps to further promote diversity amongst our
employees at all levels.
UK Corporate Governance Code
compliance
As a large AIM-quoted company, AMS has
chosen to follow the Code and is compliant in
the majority of areas.
The Company does not comply with Provision
36 (formal policy for post-employment
shareholding), as there is no policy in place at
this time and Provision 39 (pension contribution
rates for Executive Directors, or payments in lieu,
should be aligned with those available to the
workforce). The Company does not consider the
current contributions of 10% to be excessive and
will review this for any new appointments.
We have not provided a formal viability statement
and hence do not comply with Provision 31.
Please see references to going concern on
Pages 76, 83, 103, 116 and 117.
Tenure
The Board was comprised of six members throughout 2025. The Board tenure during 2025 is shown below.
Date of appointment
1
2
3
4
5
6
7
8
9+
Date of election
or next re-election
Grahame Cook (appointed Chair in 2025)
1 February 2021
17 June 2026
Chris Meredith
11 April 2006
17 June 2026
Eddie Johnson
1 January 2019
17 June 2026
Douglas Le Fort
2 August 2021
17 June 2026
Susan Searle
31 March 2025
17 June 2026
Juliet Thompson
30 June 2025
17 June 2026
Liz Shanahan (Chair – stepped down in 2025)
1 August 2022
N/a
Terms of appointment and
time commitment
All Non-Executive Directors are appointed for an
initial term of one year subject to satisfactory
performance followed by a rolling contract which
is regularly reviewed by the Board.
All Non-Executive Directors are proposed
annually to shareholders for reappointment
in accordance with best practice. They are
expected to devote such time as is necessary
for the proper performance of their duties and
to attend all Board meetings and Committee
meetings of which they are members and any
additional meetings as required.
Further details of their terms and conditions
are summarised in the Remuneration Report on
Pages 95 to 98 and the full terms and conditions
of appointment of the Non-Executive Directors
are available at the Company’s Registered Office.
Induction and professional development
Each new Director is given a formal induction
process covering how the Board and Committees
operate, meetings with Senior Management,
information on strategy, products and
performance and access to policies and other
key documents. Further details can be found in
the Nomination Committee Report on Page 80.
Training and development needs of Directors
are reviewed regularly. The Directors are kept
appraised of developments in legal, regulatory
and financial matters by the Company Secretary
and the Group’s external auditors and advisors.
Professional advice, indemnities
and insurance
There is provision for Directors to take
independent professional advice relating to
the discharge of their responsibilities, with the
Company paying for such advice. The Company
has arranged Directors’ and Officers’ liability
insurance against certain liabilities and defence
costs. However, the Directors’ insurance does not
provide protection in the event of a Director being
found to have acted fraudulently or dishonestly.
Board and Committee evaluation
The performance evaluation of the Board, its
Committees and Directors is undertaken by the
respective Committee Chairs annually and more
detail on this evaluation is set out in the Report of
the Nomination Committee on Pages 77 to 80.
Audit and Risk, Nomination and
Remuneration Committees
The Committee Reports can be found on Pages
81 to 84, 77 to 80 and 85 to 98 respectively.
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Financial Statements
Strategic Report
Corporate Governance Report continued
Going concern
With regards to the Group’s financial position,
it had cash and cash equivalents at 31
December 2025 of £18.0 million (£17.0 million)
and continues to be profitable with positive
operational cash flow.
The Group holds a debt facility which includes
£55 million remaining on a term loan facility and
a £30 million revolving credit facility, together
“the Facility”. As at 31 December 2025, £6 million
of the revolving credit facility was drawn, with
£24 million available if required providing the
Group with flexible working capital. Interest on
drawn funds is charged at the SONIA interest
rate plus a current bank margin of 1.5%. Both the
term loan and the revolving credit facility mature
in April 2028.
The Group is required to comply with the
following financial covenants a) Interest cover in
respect of any relevant period shall not be less
than 4.0:1.0 and b) Net leverage in respect of
each relevant Period shall not exceed 3.0:1.0.
The EBITDA to finance charge ratio of the Group
at 31 December 2025 is 11.8 and is expected to
increase as the borrowing facilities are repaid.
The net debt to EBITDA ratio of the Group at 31
December 2025 is 1.0 and is expected to reduce
as the borrowing facilities are repaid.
In carrying out their duties in respect of going
concern, the Directors have carried out a review
of the Group’s financial position and cash
flow forecasts for a period of 12 months from
the date of signing the account. These have
been based on a comprehensive review of
revenue, expenditure and cash flows, taking into
account specific business risks and the current
economic environment.
Sensitivity analysis has been prepared to stress
test forecasts and the Directors are confident
the business is a going concern given the
significant headroom available. The Directors
also considered whether any factors exist that
might reasonably impact the Group’s ability
to continue as a going concern beyond the
period of 12 months from the date of these
Financial Statements, with no factors considered
reasonably possible.
The Group operates in markets whose
demographics are favourable for AMS products,
and consequently market growth is predicted.
The Group has a large number of contracts
with customers across different geographic
regions and also with substantial financial
resources, ranging from government agencies
through to global healthcare companies. The
2024 acquisition of Peters Surgical expanded
AMS’s product portfolio, adding additional direct
sales capability in key territories, improved
manufacturing efficiency and further expanded
the Group’s specialist development and
commercialisation function.
Having taken the above into consideration, the
Directors have reached a conclusion that the
Group is well placed to manage its business
risks in the current economic environment.
Accordingly, they continue to adopt the going
concern basis.
Remuneration
The level of remuneration of the Directors
is set out in the Remuneration Report on
Pages 85 to 98.
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Financial Statements
Strategic Report
Nomination Committee Report
Dear Shareholder,
As Chair of the Nomination Committee, I am
pleased to present the Committee’s report for the
year ended 31 December 2025.
2025 was a period of transition for the Board, and
I was appointed as Chair on 31 March 2025 after
Liz Shanahan had stepped down as Chair.
We were pleased to welcome Susan Searle as a
Non-Executive Director and Senior Independent
Director on 31 March 2025, and Juliet Thompson,
who joined as a Non-Executive Director on
30 June 2025.
As a Board we recognise that a balanced and
diverse Board, with a broad range of skills,
experience and knowledge, is more likely to be
an effective Board, and these criteria also apply
to our Executive Management Team. We hope
the process we undertook and the resultant
appointments will further demonstrate our
commitment to equality and diversity.
An equally important role for the Committee is
ensuring that we have an appropriate pipeline of
future talent within the business. The Committee
regularly reviews succession plans, not only for
the Board, but also for the Executive Committee
and other key senior positions.
The Committee met five times during the year and
was chaired by myself. Douglas Le Fort remained
a member of the Committee throughout the
year and was joined by Susan Searle and Juliet
Thompson on their appointments.
We believe we are in a strongest position we have
been as a Board in recent years to drive long-
term sustainable growth for the benefit of our
stakeholders, with the leadership required to drive
the significant changes the Group will go through
in the coming years, with key integration and site
rationalisation activities a focus in the short-to-
medium-term.
Grahame Cook
Chair of the Nomination Committee
1 May 2026
The Committee is focused on
embedding the Board following
the significant recent changes
to support our strategy.
Grahame Cook
Chair of the Nomination Committee
restructuring
to provide the skills and experience to maximise the
exciting opportunities ahead
A period of Board
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Financial Statements
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Nomination Committee Report continued
Board changes in the year
Grahame Cook took over as Chair in March
2025 from Liz Shanahan. Following a period of
review in early 2025, the Board assessed their
composition, skills and experience and decided
that a new Non-Executive Director be recruited to
bring the Board back to six members (including
three Non-Executive Directors).
Susan Searle was appointed on 31 March
2025 and also took over the role of Senior
Independent Non-Executive Director in place of
Grahame. Due to the timing of this appointment,
a short-list of candidates was prepared based
on previous searches and recommendations
from advisors and Board members. Susan was
considered to be the stand-out candidate from
the list and was selected following an extensive
interview process. An external recruitment firm
was not used, although one was used when the
short-list included Susan Searle was prepared.
Susan has extensive experience on public and
private company boards in a number of sectors,
including healthcare. She is currently a Non-
Executive Director of Gooch & Housego plc,
where she is Chair of the Remuneration and
Sustainability Committees, as well as being a
Non-Executive of Bibby Line Group and Chair
of Greenback Recycling Technologies Limited.
She has recently stepped down from QinetiQ
plc where she was a Non-Executive Director and
Remuneration Committee Chair, having served
three full terms.
Juliet Thompson was appointed as Non-
Executive Director on 30 June 2025 and also
assumed the role of Chair of the Audit &
Risk Committee. Juliet has over 30 years of
finance, banking and board experience with
significant focus in the healthcare sector. Juliet
has built a diverse portfolio; she is currently a
Non-Executive Director and Chair of the Audit
Committees of: Indivior plc, a NASDAQ-listed
company working to develop medicines to treat
addiction; Novacyt S.A., a Euronext and AIM-
listed diagnostic company; and Organox Limited,
a private company spun out of Oxford University
developing innovative solutions for organ
preservation prior to transplantation.
Following both appointments the new Non-
Executive Directors received a tailored induction
programme to develop their understanding of
AMS’s strategy and governance structure, as
well as their own duties and responsibilities.
They spent time with the Executive Directors,
Non-Executive Directors, Executive Committee,
Company Secretary and other key personnel.
They also received a briefing on their role and
duties as a Director of a publicly traded company
from external advisers.
Susan Searle took over as the Director
responsible for Workforce Engagement from
Douglas Le Fort in August 2025.
Attendance record and
tenure in 2025
Douglas Le Fort
Tenure: 4.5 years
Meetings attended:
* Liz Shanahan stepped down from the Committee in March 2025.
Susan Searle
Tenure: 9 months
Meetings attended:
Juliet Thompson
Tenure: 6 months
Meetings attended
Liz Shanahan*
Tenure: 3 years
Meetings attended
5/5
3/3
2/2
1/1
Chair
Grahame Cook
Tenure: 5 years
Meetings attended: 5/5
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Financial Statements
Strategic Report
Non-Executive Director
appointment process
Board composition is central to effective
leadership of the Group and prior to commencing
any search for prospective Board members, the
Committee draws up a specification, reflecting
on the Board’s current balance of skills and
experience and conscious of the desire to
promote Board diversity, including gender, social
and ethnic backgrounds, cognitive and personal
strengths, and being conducive to the delivery of
the Company’s strategy. Reference is made to
the FTSE Women Leaders Review and, prior to
this the Hampton Alexander guidance. Selection
for Board appointments is made on merit against
this specification.
Gender diversity
Following the changes to the Board outlined
above, female representation on the Board has
increased to 33% (2024: 20%).
AMS views development of female Executive
talent as important, which is reflected in
the female representation in the Executive
Committee, which stands at 40% (2024: 25%).
Activity
The Committee managed the appointment of
Grahame Cook in the role of Chair and two new
Non-Executive Directors in March (Susan Searle)
and June 2025 (Juliet Thompson).
Priorities for 2026
As previously outlined, there have been a
number of changes to the Board in 2025. The
Committee intends to support the embedding of
the new Non-Executives to the Board in a time
of significant change. The Committee will also
provide support and engage more regularly with
the Executive Committee, where changes have
also been made with the appointment of Alex
Dietrich as Chief Operating Officer.
Internal succession and a drive for broader
equality, diversity and inclusion are being
encouraged.
Nomination Committee Report continued
Board composition
Board gender diversity
Board tenure
Executive Committee
gender diversity
Non-Executive Chair
Executive Directors
Independent
Non-Executive Directors
Female
Male
0-3 years
3-6 years
>6 years
Female
Male
1
2
2
2
2
3
3
3
3
2
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Appointment process
Search
Production of a long-list
Considerations
•
Skillset.
•
Experience.
•
Gender, ethnicity and background.
Production of a short-list
Considerations
•
Specific skills.
•
Experience.
•
Potential for overboarding.
Appointment
Recommendation to the Board
Considerations
•
Due diligence findings.
Post Appointment
Induction programme
Considerations
•
Directors’ duties and responsibilities.
•
Familiarisation with the business.
•
Meetings with key employees.
Scoping
Nomination Committee discussion
(Both scheduled and ad hoc meetings)
Considerations
•
Identification of a vacancy.
•
Needs of the organisation, current and future.
•
The personal skills and qualifications required.
•
The dynamics of the current Board.
Appointment of an Executive Search Consultancy
Considerations
•
Market reputation.
•
Reach.
•
AMS Purpose, Mission, Values and Culture.
Nomination Committee Report continued
Audit & Risk Committee Report
Dear Shareholder,
As Chair of the Audit & Risk Committee, I am
pleased to present the Committee’s report for the
year ended 31 December 2025.
I was appointed as Non-Executive Director in
June 2025 and became Chair of the Audit and
Risk Committee, taking over from Grahame
Cook. Susan Searle joined the Committee on her
appointment on 31 March 2025 and Douglas
Le Fort remained a member of the Committee
throughout the year. Liz Shanahan left the
Committee on 31 March 2025 when she stepped
down from the Board. The Committee formally
met three times during 2025, as well as a number
of ad hoc meetings with the external and
internal auditors.
This report sets out the work done by the
Committee in the year, to fulfil our responsibilities
to shareholders and other stakeholders and assist
the Board in providing effective governance over
the Group. The Committee continues to reflect
the provisions of the UK Corporate Governance
Code, FRC Guidance for Audit Committees and
other best practice. The Committee’s Terms of
Reference are available on our website
(www.admedsol.com).
The Committee has a structured programme of
activities focused on the Group’s reporting cycle,
principal risks and future strategy, as outlined
in the Strategic Report on Pages 5 to 64. Strong
internal controls and risk management systems
help ensure the resilience of the Group, while
remaining operationally agile and adaptable.
Our work is supported by our External Auditors,
Deloitte, and our Internal Auditors, RSM.
I am confident that the Committee is well
balanced, with the necessary skills and
experience to perform its critical oversight and
governance function within the Group.
Juliet Thompson
Chair of the Audit & Risk Committee
1 May 2026
Strong internal controls
and risk management systems
help ensure the resilience
of the Group.
Juliet Thompson
Chair of the Audit & Risk Committee
risk management
to protect shareholders’ interests and support long-term sustainable growth
strong governance +
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Audit & Risk Committee Report continued
Key objectives of the
Audit & Risk Committee
The aim of the Committee is to monitor the
integrity of the Group’s Financial Statements and
announcements, its accounting processes, and
the effectiveness of its internal controls and risk
management system. The Committee assists the
Board in fulfilling its responsibility to ensure that
the Group’s financial systems provide accurate,
up-to-date information on its financial position
and in its consideration as to whether the Group’s
published Financial Statements are fair, balanced
and understandable.
The Audit and Risk Committee’s
responsibilities include:
•
Oversee and advise the Board on the risk
exposures of the Company and related risk
management strategies.
•
Oversee internal audit and review internal
control policies and procedures for the
identification, assessment and reporting of
material financial and non-financial risks.
•
Review the Group’s procedures for detecting
and preventing fraud, prevention of bribery and
corruption, and ensure arrangements are in
place to enable employees to raise matters of
possible impropriety in confidence.
•
Review the content of the Annual Report
and advise the Board whether, taken as a
whole, it is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Group’s position,
performance, business model and strategy.
•
Review the engagement, effectiveness and
independence of the External Auditor, and
periodically consider a tender process.
•
Review audit and non-audit services
provided by the External Auditor and fees
for such services.
•
Review the Committee’s Terms of Reference
annually to ensure all key areas are considered
and that the Committee’s remit and activities
are in line with best practice. These were last
updated in December 2025.
Non-audit services
The External Auditor may provide non-audit
services where it is in the Group’s best interests,
provided certain criteria are met. The External
Auditor must not audit their own work, make
management decisions for the Group, or create
conflicts. The Committee’s view is that any non-
audit service performed by the External Auditor
should be assurance-related, where there is limited
scope for such conflict.
There was one project in 2025 where expenditure
exceeded the £10,000 threshold for approval by
the Committee, which was the £27,000 fee (2024:
£45,000) for audit-related assurance services
relating to the review of the Interim Statements,
which is a permitted service. The Company’s
policy on non-audit services complies with the
FRC’s 2019 Revised Ethical Standard.
Deloitte LLP has been the External Auditor for 18
financial years. A new audit partner was appointed
for 2025.
A performance, effectiveness and independence
evaluation led the Committee to recommend the
reappointment of Deloitte LLP as the Group’s
External Auditor for the next financial year. In
accordance with best practice, the audit partner
rotates every five years.
Periodic consideration is given to tendering the
position of external auditor. In the opinion of
the Committee, Deloitte continues to provide an
effective service.
Juliet Thompson
Tenure: 6 months
Meetings attended: 2/3
Susan Searle
Tenure: 9 months
Meetings attended: 2/3
Attendance record and
tenure in 2025*
Douglas Le Fort
Tenure: 4.5 years
Meetings attended:
Susan Searle
Tenure: 9 months
Meetings attended:
Chair
Juliet Thompson
Tenure: 6 months
Meetings attended:
Grahame Cook*
Tenure: 5 years
Meetings attended: 1/1
Liz Shanahan*
Tenure: 2.5 years
Meetings attended: 1/1
3/3
2/2
2/2
* Stepped down from the Committee upon Liz Shanahan’s resignation in
March 2025 and Grahame Cook’s appointment as Chair.
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Financial Statements
Strategic Report
Audit & Risk Committee Report continued
Audit & Risk Committee activities
During 2025 the Committee undertook the following activities:
Topic
2025 main activities and key areas of focus
Financial
Statements
and Reports
• Reviewed and approved the External Audit fees for 2025.
• Reviewed the annual and half-yearly financial reports and related statements.
• Assessed key accounting judgements.
• Reviewed all significant matters in relation to the Financial Statements and how
these have been addressed including:
՟
Going Concern – Code Provision 31 requires the Directors to explain in the
Annual Report how they assessed the prospects of the Company, over what
period and why that period is appropriate. The Committee considered a wide
range of information relating to present and future projections of profitability,
cash flows, capital requirements and capital resources. These considerations
include stressed scenarios that reflect any external uncertainties we may
have on the Group’s operations. The statement to be made by the Directors
was considered and it was concluded that the Group and Parent Company
will be able to continue in operation and meet liabilities as they fall due, and
that it is appropriate that the long-term viability covers a period of at least 12
months beyond the date of the Financial Statements.
՟
Assessed risk management, internal controls, the risk and control reporting
structure and the ongoing process to monitor the principal risks of the Group.
՟
Assessed preparation for the Climate-Related Financial Disclosures (‘CFD’).
External
Audit
• Monitored the independence and ensured the objectivity of the External Auditor,
approved the Audit Plan for the 2025 audit, reviewed the performance of the
External Auditor, considered the reappointment of Deloitte LLP as Auditor for
2026 and recommended their reappointment to the Board. As a consequence
of unforeseen changes within the audit team, the audit partner responsibility
rotated in May 2025. In line with best practice, the Committee meets periodically
with the External Auditor without management being present.
Internal
Audit
• Continued the rolling Internal Audit Plan from RSM, including a Cyber Risk
Assessment and some initial work with management on Code Provision 29.
Topic
2025 main activities and key areas of focus
Risk
Management
• Reviewed and considered key risks to the Group, the plans and controls to
mitigate these risks and scoring criteria.
• Developed and implemented a new Risk Management system to provide further
reassurance that the risks facing the enlarged Group are being identified,
managed and mitigated.
Effectiveness
of External
Auditor
An annual performance review of the External Auditor was undertaken in December
2025 to assess:
• Effectiveness of the audit process.
• Resource quality – ensuring the right quality and balance of audit team resource
and that the team provides continuity, knowledge and a fresh perspective
through new team members.
• Effective communication – ensuring key audit judgements are communicated
at the earliest opportunity to promote discussion and challenge between the
External Auditors, management and the Committee.
• Communication regarding good practice, changes to reporting requirements
and accounting standards enables the Group to be properly prepared. Timely
provision of audit papers enables adequate management review, Committee
consideration and feedback.
• Scoping and planning – timely provision of the External Audit Plan and timetable.
• Fees – ensuring they are transparent, appropriate and communicated prior to the
commencement of any work being undertaken. Variations are challenged at the
earliest opportunity to enable dialogue and agreement.
• Auditor independence – the Committee monitors the External Auditor’s
compliance with ethical guidelines and considers their independence and
objectivity. It is agreed that the External Auditor will generally not be considered
for external due diligence support, with non-audit services typically being
assurance-related. The Committee received and reviewed written confirmation
from the External Auditor that there were no relationships that, in their
judgement, may impact their independence. The External Auditor has confirmed
that they consider themselves independent within the meaning of UK regulatory
and professional requirements.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Financial Statements
Strategic Report
Internal Audit
Internal Audit is delivered by RSM against
an agreed plan under the guidance of the
Committee. RSM reports directly into the
Committee, to avoid undue influence from
management, and focuses on areas of potential
risk and process improvement.
A three-year Internal Audit Plan with RSM was
agreed in December 2025 to cover 2026–2028.
The Committee:
•
Ensures the Internal Audit function has the
necessary resources, independence and
access to information, employees, the Board
and the Committee Chairs to enable it to fulfil
its mandate.
•
Approves the Internal Auditor appointment
and termination.
•
Reviews and assesses the Internal Audit
work plan and receives a report at least twice
per year.
•
Reviews and monitors management’s
responsiveness to the Internal Auditor’s
findings and recommendations.
•
Monitors and reviews the effectiveness
of controls in relation to the overall risk
management system.
All reports are discussed with the Committee
and the External Auditor. Recommendations are
considered and acted upon as appropriate. RSM
attends Committee meetings twice a year and
provides a report for each meeting.
In 2025 the Internal Auditor undertook reviews
in line with the Internal Audit Plan previously
agreed by the Committee. In 2025 the principal
areas were:
•
Cyber Risk Assessment.
•
Preparatory work and initial support for
Code Provision 29.
These reports highlighted to the Committee
that, although the Group’s internal controls give
very good assurance, there are some specific
non-critical improvements that could be made
within the Internal Controls Framework and
Risk Management Strategy. These have been
implemented.
This Framework and Strategy is updated regularly
and is available on the Company’s Intranet.
Policies are updated and formally approved by
the Committee at least once a year, including
where necessary to give the Committee stronger
assurance about areas of key risk.
The Group also calls on the services of external
bodies to review the controls in certain areas
of the Group. The quality assurance systems
are reviewed by the Group’s Notified Bodies, the
British Standards Institute (‘BSI’), TÜV Rheinland,
TÜV Sud, DEKRA Certification GmbH and PCBC.
Risk management and internal controls
The Board, taking guidance from the Committee,
monitors and reviews all material controls
including financial, operational and compliance
controls. Only reasonable and not absolute
assurances can be made against material loss
or misstatement. Key features of the internal
control systems are:
•
The Group has an organisational structure
with clear responsibility and accountability.
•
The Board has a schedule of matters
reserved for its consideration which
includes potential acquisitions, significant
capital projects, appointment of Senior
Management, treasury policies, risk
management, approval of budgets and
re-forecasts, Health and Safety, Corporate
Governance and Environmental, Social and
Governance (‘ESG’).
•
The Board monitors the activities of the
Group through monthly management
accounts, half-year and full-year forecasts,
and reports on current activities and plans.
•
The Executive Committee also regularly
monitors financial and operational
performance.
•
The Group has set appropriate levels of
authorisation which must be adhered to.
These levels were comprehensively reviewed
by the Board and the Committee during
the year.
•
An Enterprise Resource Planning (‘ERP’)
system, with built-in controls over
process and authority, minimising manual
intervention, is in place in the UK, the
Netherlands and Germany, with equivalent
systems in other jurisdictions.
•
The Group operates a ‘Whistleblowing’ Policy
enabling individuals to report any concerns to
Senior Management or the Company Chair.
This policy allows for reporting to be made
on a confidential basis if necessary. This was
last updated in December 2025.
Any weaknesses identified in the Group’s internal
control system are reported to the Committee
and corrective actions agreed. Creating long-
term shareholder value is the reward for taking
controlled risk. Risk management is crucial to
the Group’s success and is given a high priority
to ensure that adequate systems are in place to
evaluate and limit risk exposure.
The Committee, Board and Management each
formally review the Risk Register at least twice
a year. The process was updated in 2025 to
ensure all risks are identified and to provide
the Committee with further reassurance. Risks
are evaluated for both likelihood and financial
impact, helping to identify the most significant
risks the business faces. Actions are agreed
to mitigate the risks and progress is regularly
assessed. The process for identifying, evaluating
and managing the risks faced by the Group
is ongoing throughout the year. As part of the
External Auditor’s annual review process, any key
risks and areas of audit focus are also identified
and agreed with the Committee.
The Committee also reviewed an External
Assurance List, a summary of all audits and
checks of various functions (such as IT)
conducted by external parties in 2025, and a list
of all Group insurance policies, to ensure there
is sufficient coverage in all key areas. These
reviews will continue to be held annually.
Audit & Risk Committee Report continued
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Overview
Financial Statements
Strategic Report
Remuneration Committee Report
Dear Shareholder,
I am pleased to present the Remuneration
Committee Report for the year ended
31 December 2025.
The Remuneration Committee was made up of
myself as Chair and Grahame Cook throughout
the year. Susan Searle, and Juliet Thompson, who
joined upon their appointments to the Board in
March and June 2025 respectively. Liz Shanahan
stepped down from Committee in March 2025,
The Committee’s role is to ensure that our
Remuneration Policy is appropriate for a
successful, growing business with the size and
profile of AMS, reflecting the need to engage
the right calibre of employees to deliver our
strategy. This has been particularly critical as
we enter a key phase of the integration of Peters
Surgical, accelerating commercial synergies
and implementing potential site closures.
Harmonising our remuneration structures moving
forward will therefore be critical as we look
to maximise the commercial and operational
synergies.
AMS remains committed to high standards of
corporate governance. Our Remuneration Policy
is designed to ensure that we are able to attract,
motivate and retain the talent we need to ensure
the resilience of the expanded Group.
The Committee continues to be committed
to positive and proactive engagement with
shareholders, and formally met three times
during 2025.
A resolution will be put to shareholders at the
AGM on 17 June 2026 asking them to consider
and approve this Report. I hope that we can count
on your support. Shareholders considered a
similar resolution at the 2025 AGM and supported
it by 98.47% of the votes cast.
On behalf of the Committee, I would like to thank
you for your support and I trust you will find
the Directors’ Remuneration Report useful
and informative.
Douglas Le Fort
Chair of the Remuneration Committee
1 May 2026
The Committee has remained
focused on ensuring that our
performance targets continue
to support growth.
Douglas Le Fort
Chair of the Remuneration Committee
by aligning the interests of our key stakeholders
sustainable grow th
long-term
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Financial Statements
Strategic Report
Remuneration Committee Report continued
Remuneration for 2025
The annual bonus awards and Long-Term
Incentive Plan (‘LTIP’) vesting in 2025 for the
Executive Directors were as follows:
Annual bonus
The performance conditions for the 2025 annual
bonus for the Executives were based on the
achievement of two financial targets (Revenue
and Adjusted EDITDA – accounting for 70%
of the total bonus) and an assessment of the
delivery of personal objectives (accounting for
30% of the total bonus). In view of performance,
the Committee determined:
•
Revenue of (£228.9 million) was above the
threshold (£225.9 million) and below target
(£237.2 million).
•
Adjusted EBITDA of £49.9 million was above
the threshold figure of £48.9 million.
•
Personal objectives are linked to corporate,
financial, strategic and non-financial
objectives (see Pages 90 and 91).
The Committee determined that 80% of
these objectives were achieved.
LTIP
LTIP awards granted to Chris Meredith and
Eddie Johnson in April 2022 vested in 2025 with
performance criteria and weightings as follows:
•
TSR (50%) – the performance period ended
on 14 April 2025. The Company ranked above
the upper quartile of the comparator group
(14th out of 63 comparators) which resulted
in a vesting of 100%.
•
EPS (50%) – the growth in EPS was
calculated over three financial years to 31
December 2024. The average annual growth
was 5.07%, above the threshold level of 5%
and maximum target of 20% and resulted in a
vesting of 25.3%.
•
Overall across both elements the final vesting
result was 62.7%.
Implementation of Remuneration Policy
in 2025
The Committee undertook a review of the
Remuneration Policy (‘Policy’) in 2022 which
reviewed salaries and the bonus scheme.
In January 2025 Chris Meredith’s salary was
increased from £390,484 to £400,247. Eddie
Johnson’s salary was increased at the same time
from £257,585 to £264,322. Both increases were
2.5% of salary, in line with the workforce.
The Committee has continued to review
the Policy throughout 2025, focusing on the
incentives (annual bonus and LTIP) which have
both seen low pay-outs and vesting in recent
years. This is a concern in terms of retention and
future recruitment as the Policy focuses on lower
base salaries and higher incentives. In addition,
we have a larger Group while having to manage
our dilution level. In 2025 we:
Juliet Thompson
Tenure: 6 months
Meetings attended: 2/3
Susan Searle
Tenure: 9 months
Meetings attended: 2/3
Attendance record and
tenure in 2025*
Grahame Cook
Tenure: 5 years
Meetings attended:
Chair
Douglas Le Fort
Tenure: 4.5 years
Meetings attended:
*Liz Shanahan stepped down from the Committee upon her resignation in
March 2025.
Susan Searle
Tenure: 9 months
Meetings attended:
Juliet Thompson
Tenure: 6 months
Meetings attended: 2/2
3/3
3/3
2/2
Liz Shanahan*
Tenure: 2.5 years
Meetings attended: 1/1
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Financial Statements
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Remuneration Committee Report continued
LTIP
•
Reviewed peer group to determine the
proportion of the Award vesting under
Total Shareholder Return (‘TSR’).
•
For Senior Manager,s apart from the
Executive Directors we continued to provide
a Conditional Award alongside the existing
Performance Conditions (Total Shareholder
Return and EPS growth), providing a
proportion for continued employment
throughout the vesting period (Good Leaver
provisions outlined in the LTIP rules apply).
•
In 2025, we further utilised the LTIP to make
Conditional Awards (RSU’s) to a smaller
pool of employees where we used to use the
Group Share Option Plan (‘GSOP’).
Bonus
•
Bonus minimum and maximum thresholds
ranges are now standardised at +/-5% for
both Revenue and EBITDA. EBITDA is in
line with the market and provides a better
measure for the enlarged Group.
Compliance with the UK Corporate
Governance Code (‘Code’)
As a large AIM-quoted company, AMS has
chosen to follow the Code and is compliant in
the majority of areas. The Code was updated
in January 2024 and we have implemented the
changes required with effect from 1 January 2025
and report on any areas where we do not comply.
Full details of the share schemes offered to the
Executive Directors can be found on Pages 90
and 91. Provision 38 of the Code outlines that
pension contribution rates for Executive Directors,
or payments in lieu, should be aligned with those
available to the workforce. The Committee does
not consider the current contributions of 10% to
be excessive and this issue will be addressed for
any new appointments. Full details of compliance
with the Code can be found on the Company’s
website www.admedsol.com. When determining
the Policy the Committee is aware of the Code
requirements for clarity, simplicity, risk mitigation,
predictability, proportionality and alignment to
culture. We believe that these requirements are
met as follows:
Clarity
Our Policy is well understood with a clear aim,
supports the delivery of strategy, and promotes
long-term sustainable growth.
To achieve this the Policy aims to be strategically
aligned, promote pay for performance, be
competitive in the market and provide a
commitment to employees to pay fairly and in a
clear, transparent and simple way.
Each component of remuneration is clearly
explained in the Policy table, including its purpose,
how it is operated, the maximum potential and
any relevant performance measures, which are
disclosed for shareholders’ consideration.
Simplicity
The Policy reflects standard UK market practice
with an annual performance bonus and LTIPs.
All payments are in the form of cash or AMS
shares and no artificial structure is used to
deliver remuneration.
Risk
The Committee can use its discretion to override
the formulaic outcomes of the incentive plans if
it is felt appropriate in certain circumstances.
Malus and clawback provisions operate in the
LTIP and Deferred Annual Bonus plan (‘DAB’)
allowing payments to be adjusted or withheld,
and LTIP awards now include a market-standard
vesting and holding period totalling five years for
Executive Directors.
There is an appropriate mix of financial, non-
financial and share price measures to avoid
undue risk taking.
Predictability
Appropriate limits are set out in the Policy and
within the respective share scheme rules so
outcomes can be predicted.
In operating the Policy, the Committee
continually monitors the performance of share
scheme awards so that it is aware of potential
outcomes and forewarned of potential issues.
Proportionality
The outcomes of our share schemes are aligned
to delivery of strategy and are measured against
various metrics.
Alignment of culture
A focus of the Policy is long-term sustainable
growth which is reflected in our values. The
annual bonus requirements ensure that the
Executive Directors take account of and reflect
these values (including ESG and sustainability
targets) in their roles, over and above pure
financial performance. We voluntarily seek
advisory shareholder approval for our
Remuneration Report and feedback helps inform
the Committee’s approach. Specific comments
on the Policy can be sent to the Company
Secretary (companysecretary@admedsol.com).
As an AIM-quoted company, Advanced Medical
Solutions Group plc is not required to comply
with the Directors’ Remuneration Report
Regulations requirements under Main Market UK
Listing Rules or those aspects of the Companies
Act applicable to listed companies. The following
disclosures are made voluntarily.
The Committee comprises three Non-Executive
Directors and the Chair of the Board. Biographical
information on the members is set out on Pages
67 and 68. They have no personal financial
interest in decisions other than as shareholders,
no conflict of interest from cross-directorships
and no day-to-day involvement in running the
business. They do not participate in bonus, share
option or pension arrangements.
On behalf of the Board, the Committee, in
consultation with the Chief Executive Officer,
determines the policy for Directors’ remuneration
and setting remuneration for the Company’s
Chair and Executive Directors and Senior
Management, including the Company Secretary,
and recruitment at Executive Committee level or
for other senior roles where shares are included
in the joining package.
The Committee administers the share option
schemes, determines the design of performance-
related pay schemes, sets targets and approves
payments under such schemes. The Board has
accepted the Committee’s recommendations in
full. The Terms of Reference of the Committee
are reviewed annually and are available on the
Company’s website www.admedsol.com.
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Financial Statements
Strategic Report
Remuneration Committee Report continued
The activities the Remuneration Committee undertook in 2025 are outlined below:
Month
Principal activities
March
• Review of 2024 personal objectives and implications for Bonus and Deferred
Annual Bonus awards.
• Discussion on 2025 personal objectives for the Executive Directors and review of
2025 Corporate Objectives.
• Review and ratification of the 2025 annual bonus scheme.
• Review of 2025 LTIP and share option awards (Executive Directors, SLT and
key employees).
• Review of Gender Pay Gap Report.
• Decision on how to run the Share Incentive Plan in 2025 and set
investment limits.
October
• Reviewed progress of 2025 personal objectives for Executive Directors.
• Reviewed status of 2025 bonus.
• Ratification of 2025 LTIP and share options for key employees.
• Renewal of Executive Shareholding Policy and Good Leaver Delegation Policy.
• Cost-of-Living and 2026 Budget planning discussion.
• Review of current dilution levels.
December
• Discussed 2026 salaries for the Executive Directors, Executive Management
Team and workforce overall.
• Initial review of achievement of 2025 personal objectives and corporate
objectives.
• Discussion regarding 2026 personal objectives for Executive Directors.
• Review of compliance with Executive Shareholding Policy.
• Reviewed Terms of Reference, Directors’ Expenses Policy and 2026 Committee
Meeting dates.
Remuneration Policy
Pay for performance – Senior Management remuneration promotes long-term success and
rewards value creation for our stakeholders. Assessment of short-term incentives under the Annual
Performance Bonus is made against corporate, financial, strategic and other non-financial objectives.
A proportion of the bonus is deferred for Executive Directors and Senior Management for three years.
Long-term incentives are linked to long-term financial and strategic objectives, and now include a five-
year total vesting and holding period for Executive Directors.
Market-competitive – All elements of our remuneration are reviewed regularly to ensure they remain
market competitive to attract and retain talent, as well as to avoid excessive overpayment.
Employee commitment – We are committed to paying our people fairly and in a clear, transparent and
simple way.
The Policy supports strategy and promotes long-term sustainable success. Executive remuneration
is aligned to our strategy, performance and values, and linked to the delivery of long-term strategy.
The Policy enables the use of discretion to override formulaic outcomes and to withhold sums or
share awards under appropriate specified circumstances. In considering reward elements, account
will be taken of both Group performance and the performance of each individual Executive Director.
Discretion can also be used when making grant awards.
The Committee previously appointed Ellason LLP in 2021 to provide independent advice on the
remuneration of Executive Directors,Non-Executive Directors and the Executive Committee. Details of
the work carried out by Ellason are set out below. Executive Director remuneration consists of basic
salary, bonus, LTIPs, health and insurance benefits, and pension contributions. A balance between
fixed and performance-related remuneration elements is maintained.
Enhanced shareholding guidelines
Executive Directors and Senior Management are expected to accumulate and maintain a significant
shareholding. The holding requirements for the Executive Shareholding Policy are 200% and 100%
of salary respectively for the Executive Directors and Executive Committee in order to align their
interests with our stakeholders and encourage share ownership. All Executive Directors and Executive
Committee members met or exceeded the shareholding target in 2025, except for one member who
is beneath the target, impacted by the lower share price in December 2025. Alex Dietrich joined the
Executive Committee in March 2026 and was not part of the assessment in 2025.
If an Executive Committee member does not comply at the end of the five-year period the Committee
retains discretion to decide on any sanction, which may include a simple ‘warning’ or a reduction in
the next LTIP grant or bonus opportunity.
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Financial Statements
Strategic Report
Remuneration Committee Report continued
Ellason LLP were engaged in 2025 to provide guidance. Ellason are the only adviser which provides
material assistance to the Committee:
Advisors
Fees for Committee assistance
Ellason LLP
£14,925 (2024: £37,955)
Consideration of employment conditions elsewhere in the Group
The Committee considers the general basic salary increase for the broader employee population
when determining the annual salary increases and remuneration of Executive Directors. The cost-
of-living increase for the 2025 financial year was 2.5% for the Executive Management Team and the
broader employee population, which took effect from 1 January 2025.
Additionally, the Group awarded a small number of merit based increases over and above this cost-
of-living increase to employees at various levels of the organisation. Details of the increases awarded
to Executive Directors are set out on Page 86. Non-Executive Director fees were also increased by
2.5%. Details of these increases are provided below. The Committee will continue to review Executive
Director and Non-Executive Director salaries against industry benchmarks during 2026.
Statement of voting at Annual General Meeting (‘AGM’)
At the 2025 AGM the percentages of votes cast ‘for’, and ‘against’ in respect of the Directors’
Remuneration Report were:
Resolution
Number of
shares voted
Votes cast
‘for’
Votes cast
‘against’
To approve the Directors’ Remuneration Report
133,782,863
98.47%
1.53%
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Financial Statements
Strategic Report
Overview of Director and Senior Management Remuneration Policy
Element of remuneration
Purpose and how it supports strategy
How the element operated and maximum opportunity
Framework used to assess performance
Base salary
To provide competitive fixed remuneration.
To attract, retain and motivate Executive
Directors and Senior Management of the
right calibre to deliver the Company’s
strategy and to provide a core level of
reward for the role.
In line with the Policy, salary levels are set taking into account
experience, responsibilities and performance, both from an
individual and business perspective and from utilising external
market data (benchmarking).
Salaries are reviewed annually. Changes are usually effective
from 1 January. Current salaries of the Executive Directors
are set out on Page 92. A review was last carried out in
December 2025.
Where there is a change in responsibility, progression in the
role, change in size or structure of the Group or increased
experience of the Executive Director or member of Senior
Management, the Committee retains the discretion to
award a higher increase than the standard increase for the
UK workforce.
Benefits
To provide a competitive level of benefit
provision.
Executive Directors and their families receive private medical
insurance. No maximum cost.
N/A
Annual
Performance
Bonus
To drive and reward performance against
annual financial and operational goals
which are consistent with the medium to
long-term strategic needs
of the business.
Executive Directors are entitled to receive an Annual
Performance Bonus to be determined by the Committee based
on the Group’s financial performance and the achievement of
specific personal targets set by the Committee.
There is no financial underpin, which allows the Committee a
greater level of discretion when determining the payment of a
bonus in respect of personal objectives.
The maximum percentages of salary achievable are set out on
Page 86.
Both financial and non-financial measures are used for
Executive Directors. Financial targets are set against Group
revenue (35%), PBT (35%) and personal objectives (30% based
on non-financial objectives, including ESG and AMS values).
Maximun payout under the Annual Performance Bonus is 150%
of salary for the CEO and 100% of salary for the CFO.
Business need may alter future bonus measures or weightings.
Deferred Annual
Bonus (‘DAB’)
Provides mechanism to exercise
malus provisions.
The DAB requires Executive Directors and Executive Committee
members to defer up to 25% of their Annual Performance
Bonus for three years.
The DAB includes malus provisions which are laid out on
Page 92. Clawback provisions also apply to the DAB.
N/A
Share Incentive
Plan (‘SIP’)
To align the interests of all employees
with shareholders, incentivise long-term
value creation and act as a retention tool.
The SIP is available to all employees and allows investment of
bonus and/or salary into shares. It also allows for the provision
of matching shares and free shares if the shares are held for a
set period.
N/A
Remuneration Committee Report continued
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Overview
Financial Statements
Strategic Report
Element of remuneration
Purpose and how it supports strategy
How the element operated and maximum opportunity
Framework used to assess performance
Long-Term
Incentive Plan
(‘LTIP’)
To align the interests of the Executive
Directors and Executive Committee with
shareholders and to incentivise long-term
value creation.
The LTIP permits an annual grant that vests subject to
performance and employment.
Under LTIP rules, the maximum annual award is 200% of salary.
Details of the award levels for 2025 are set out below. Awards
under the LTIP may be granted in the form of nil-cost options or
cash (where they cannot be settled in shares). Awards have a
£1 consideration.
50% of the vesting is based on the Total Shareholder Return
(‘TSR’) performance compared with the AIM Healthcare Share
Index over the three-year period and 50% of the vesting is
determined by the growth in the average Earnings Per Share
(‘EPS’) per year of the Group over a three-year period. The
calculation analyses the 90 dealing-day-period to the date of
grant measured against the 90 dealing-day-period prior to the
three-year anniversary following the date of grant. For Senior
Management apart from the Executive Directors and below,
these elements are reduced to 25% each and a conditional
award of 50% is awarded for continuous employment in the
vesting period. There are malus and clawback provisions
in place.
No shares shall vest from the proportion of the Award
determined by reference to a selection of peer companies
(previously the AIM Healthcare Share Index) if the Company is
ranked below median. Awards vest on a sliding scale from 25%
to 100% for performance from median to upper quartile.
Performance against EPS will be based on performance
against targets in pence of the percentage increase in the
Group’s EPS over a three-year period commencing on 1 January
of the year in which the Award is made (previously a sliding
scale from 25% to 100% for an average annual EPS growth rate
over the vesting period of a minimum of 5% rising
Pension
To provide a market-competitive
remuneration package to enable the
recruitment and retention of Executive
Directors and Senior Management.
Executive Directors contribute up to 10% of salary into a defined
contribution plan with the Group contributing a fixed 10%. All
other UK employees contribute a minimum of 3% which is
matched by a Company contribution of 6%. An employee may
substitute pension contributions for salary if they are impacted
by limitations on the size of individual personal pension funds.
It is intended that any new Executive Directors will have a
pension in line with the workforce.
N/A
Remuneration Committee Report continued
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Governance
Overview
Financial Statements
Strategic Report
Malus and clawback provisions –
LTIP/DAB
The LTIP and DAB incorporate malus and
clawback provisions. The Committee may, in its
absolute discretion, resolve to vary an Award in
the event that any of the Financial Statements
or results for the Company, or for any Group
company, are materially restated (other than
restatement due to a change in accounting policy
or to rectify a minor error) or if, in the reasonable
opinion of the Committee and following
consultation with the relevant employing Group
company, a participant has deliberately misled
the management of the Company and/or the
market and/or the Company’s shareholders
regarding the financial performance of any Group
company or any subsidiary, or a participant’s
actions amount to serious misconduct or
conduct which causes significant financial loss
for the Company, any Group company and/or the
participant’s Business Unit or Category.
If it is determined that the malus provision
applies then the number of shares comprised
in an Award that are not vested and/ or vested
shares in the case of an unexercised Option
should be reduced (to Nil if appropriate).
The clawback provisions allow for clawback
of previously granted Awards in the same
circumstances as set out above.
Remuneration Committee Report continued
Directors’ emoluments – single figure of remuneration (2024 and 2025)
Salary
and fees
Annual
Performance
Bonus
Deferred
Bonus
LTIPs
vested1
Gains on
SIP vested1
Benefits
Pensions
Total remuneration
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
2025
2024
Chris Meredith
400
390
181
133
–
–
284
455
111
56
1
1
40
39
1,017 1,074
Eddie Johnson
264
258
80
58
–
–
107
129
34
38
1
1
26
26
512
510
Liz Shanahan2
75
97
–
–
–
–
–
–
–
–
–
–
–
–
75
97
Grahame Cook
90
58
–
–
–
–
–
–
–
–
–
–
–
–
90
58
Douglas Le Fort
63
55
–
–
–
–
–
–
–
–
–
–
–
–
63
55
Susan Searle3
48
–
–
–
–
–
–
–
–
–
–
–
–
–
48
–
Juliet Thompson4
31
–
–
–
–
–
–
–
–
–
–
–
–
–
31
–
Total
971
858
261
191
–
–
391
584
145
94
2
2
66
65 1,836 1,794
1. Gains on LTIPs and SIPs vested is based on the share price at vesting date. Details of the SIP can be found on Page 90.
2. Liz Shanahan stepped down as Chair on 31 March 2025.
3. Susan Searle joined the Board on 31 March 2025.
4. Juliet Thompson joined the Board on 30 June 2025.
The table above summarises the payments made and amounts earned by the Executive and Non-Executive Directors for the 2024 and 2025 financial
years. The fees for the Chairs of the Audit & Risk Committee and the Remuneration Committee (Juliet Thompson and Douglas Le Fort) include a fee of
£10,000 for chairing a Committee, an £8,000 fee for the Senior Independent Director (Susan Searle) and a £6,000 fee for Workforce Engagement (Susan
Searle). The Executive Directors were granted LTIPs as detailed on Page 94. All Directors have confirmed that they have not received remuneration save as
disclosed above.
Salaries and fees
Details of 2025 salaries for the Executive Directors are outlined on Page 86 and for the prior year in the table above.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Annual Performance Bonus and Deferred Annual Bonus
Details of the Annual Performance Bonus and Deferred Annual Bonus are outlined on Page 90. The personal objectives for the Executive Directors for the year ended 31 December 2025 included strategic
growth and innovation, integration and operational efficiency and execution, succession planning and long-term vision. The table below summarises 2025 performance against the targets.
Performance measures
Weighting
Threshold
£m
Target
£m
Stretch
£m
Achievement
£m
2025 result
(% of maximum)
Group Revenue
35%
225.9
237.2
244.3
228.9
50%
Adjusted EBITDA
35%
48.9
51.4
52.9
49.9
43%
Personal objectives/values assessment
30%
Executive Director bonuses were paid at 30% despite
achievement of performance measures significantly
above this level (including the impact of acquisitions)
80%
80%
Total
100%
30%
The bonus for 2025 was paid in April 2026 as threshold EBITDA was achieved as well as with Revenue. The Remuneration Committee assessed that the Personal Objectives for Chris Meredith and Eddie
Johnson were 80% achieved.
Director
Revenue
EBITDA
Objectives
Total %
Chris Meredith
50%
43%
80%
30%*
Eddie Johnson
50%
43%
80%
30%*
* Executive Director bonuses were paid at 40% despite achievement of performance measures significantly above this level.
2026 objectives are commercially sensitive and not detailed in this Report.
2025 bonus payments in respect of 2024 were as follows:
Director
Bonus paid
in 2025
(FY 2024)
Deferred
Percentage
of salary (total bonus)
Maximum %
of salary
Chris Meredith
£132,726
£Nil
34%
150%
Eddie Johnson
£58,409
£Nil
23%
100%
Vesting of LTIPs for the year ended 31 December 2025
Details of the LTIP performance conditions for the LTIPs granted on 14 April 2022, which produced a 62.7% vesting result on 14 April 2025, are shown on Page 86.
Remuneration Committee Report continued
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Governance
Overview
Financial Statements
Strategic Report
Directors’ interests in the LTIP
On 30 April 2025 the Committee approved LTIP awards as outlined below.
Director
Type of award
Basis of
grant awarded
Share price
at date of grant
(£)
Number of
shares granted
Face value
of grant
Vesting determined by
performance
over 3 years
Chris Meredith
Nil-cost option
200% of salary
1.82
438,194
£800,514
See Page 91
Eddie Johnson
Nil-cost option
125% of salary
1.82
180,864
£330,402
See Page 91
Outstanding Share Awards – Maximum under the LTIP
Director
As at
1 January
2025
Exercised in
the year
Issued in
the year
Lapsed in
the year
As at
31 December
2025
Market price
at grant date
(p)
First vesting date
Chris Meredith
132,247
132,247
–
–
–
239.00
14 April 2023 (vested)
238,963
238,963
–
–
–
257.40
23 April 2024 (vested)
239,552
–
–
89,353
150,199
303.90
14 April 2025 (vested)
324,805
–
–
–
324,805
233.10
14 April 2026
411,478
–
–
–
411,478
184.00
23 April 2027
–
–
438,194
–
438,194
182.00
30 April 2028
Eddie Johnson
28,126
28,126
–
–
–
184.60
18 April 2019 (vested)
17,379
17,379
–
–
–
246.69
6 April 2020 (vested)
8,221
8,221
–
–
–
328.75
24 April 2022 (vested)
37,470
37,470
–
–
–
239.00
14 April 2023 (vested)
67,706
67,706
–
–
–
257.40
23 April 2024 (vested)
89,832
–
–
33,508
56,324
303.90
14 April 2025 (vested)
134,063
–
–
–
134,063
233.10
14 April 2026
169,837
–
–
–
169,837
184.00
23 April 2027
–
–
180,864
–
180,864
182.00
30 April 2028
Chris Meredith exercised 371,210 LTIPs in 2025 (2024: Nil). Eddie Johnson exercised 158,902 LTIPs in 2025 (2024: 34,235). Awards have no performance re-testing facility.
Approach to remuneration of Executive Directors at the time of recruitment
When appointing an Executive Director the Committee may utilise all existing remuneration components. Salary will reflect experience, skills, market data and current salary. They will be eligible for a
personal pension, medical insurance and share schemes. In line with the Code, it is the intention that pension contributions will be set at a rate available to the wider workforce in respect of future
Executive Director appointments.
Remuneration Committee Report continued
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Governance
Overview
Financial Statements
Strategic Report
Non-Executive Directors
Non-Executive Directors are appointed under arrangements that may be terminated by either party on six months’ notice. Their fees are determined by the Executive Directors, taking into account the time and
responsibility of the role. They receive travel expenses, do not participate in incentive arrangements and have confirmed they have not received any other remuneration in 2025 save as disclosed on Page 92.
Further details of Non-Executive Director fees are below:
Element of remuneration
Purpose and how it supports strategy
How the element operated and maximum opportunity
Framework used to assess performance
Non-Executive Director Fees.
Reflects time commitments and
responsibilities of each role.
There is no maximum annual increase. The Board is guided by the
market and broader employee population. On occasion they may need
to recognise an increase in the scales or scope of the role. Fees were
increased by 2.5% in 2025, in line with the workforce.
Non-Executive Directors do not participate in
variable pay arrangements and do not receive
retirement benefits.
Service agreements
Executive Director service contracts are not fixed term, are terminable by either party giving not less than 12-months’ written notice and can be viewed at the Company’s registered office and at the AGM.
The Committee reviews the contractual terms for new Executive Directors to ensure they reflect best practice. Details of the service contracts are as follows:
Date of contract
Unexpired term (months) or rolling contract
Notice period (months)
Executive Director
Chris Meredith
1 July 2005 (updated 1 July 2021)
Rolling contract
12
Eddie Johnson
1 January 2019 (updated 1 July 2021)
Rolling contract
12
Non-Executive Directors
Grahame Cook
1 February 2021 (updated 31 March 2025)
Rolling contract (appointed Chair 31 March 2025)
6
Douglas Le Fort
2 August 2021
Rolling contract
6
Susan Searle
31 March 2025
Rolling contract
6
Juliet Thompson
30 June 2025
Rolling contract
6
Liz Shanahan
1 August 2022 (updated 1 January 2024)
Rolling contract (stepped down 31 March 2025)
6
Policy on Payment for Loss of Office – Executive Directors
The Committee considers individual cases of early termination and determines compensation on a case-by-case basis. There are no special provisions in the event of loss of office or for Payment in Lieu of
Notice (‘PILON’). If such circumstances were to arise, the Executive Director would have no claim against the Company for damages or any other remedy in respect of the termination. The Committee would
apply principles of mitigation to any payment made to a departing Executive Director.
Whilst the Committee retains overall discretion for ‘Good Leaver’ status, it typically defines a ‘Good Leaver’ for the Annual Performance Bonus and 2014 and 2024 LTIP plans as retirement, ill health or injury,
disability, redundancy or the employing company ceasing to be under the control of the Group. The 2014 and 2024 DAB defines a ‘Good Leaver’ as ceasing to be a Director or employee of a Group company
where that individual is not a ‘Bad Leaver’. A ‘Bad Leaver’ is defined as a Director or employee leaving the business due to the Financial Statements requiring restatement. Final treatment is subject to the
Committee’s discretion.
Remuneration Committee Report continued
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95
Governance
Overview
Financial Statements
Strategic Report
Remuneration Committee Report continued
Non-Executive Directors
Liz Shanahan received a PILON payment in April 2025 for her six-month notice period after she stepped down as Chair on 31 March 2025.
Event
Timing of vesting/award
Calculation of vesting/payment
Bonus/DAB
Good Leaver
Annual Performance Bonus payment would be negotiated as part of the leaving
arrangements (at the discretion of the Remuneration Committee).
Unvested Deferred Annual Bonus share awards vest at the normal vesting date
(or earlier at the Remuneration Committee’s discretion).
No automatic entitlement to Annual Performance Bonus on a pro-rata basis – it is at
the discretion of the Remuneration Committee.
Bad Leaver
Not applicable.
Individuals lose the right to their Annual Performance Bonus and unvested Deferred
Annual Bonus shares.
Change of Control
Annual Performance Bonuses are paid and unvested Share Incentive Plan shares
vest on the date of change of control notification to the Executive Directors.
Annual Performance Bonus is paid to the extent that performance conditions have
been satisfied and are pro-rated to the effective date of change of control.
LTIP
Good Leaver
On normal vesting date (or earlier at the Remuneration Committee’s discretion).
Unvested awards vest to the extent that performance conditions have been
satisfied and are reduced pro-rata to account for any part of the vesting
period remaining.
Bad Leaver
Unvested awards lapse on cessation of employment.
Unvested awards lapse on cessation of employment.
Change of Control
Unvested awards vest on the date of notification to the Executive
Directors regarding the change of control.
Unvested awards vest and a pro-rata reduction applies for the proportion of the
vesting period not served.
Upon a Director’s exit or a change of control situation, Share Incentive Plan awards will be treated in line with the plan rules. If employment is terminated by the Company, an Executive Director may have a
legal entitlement to additional amounts, which would need to be met. The Committee retains discretion to settle other amounts reasonably due to the Executive Director.
The Committee may approve new contractual arrangements with departing Executive Directors including (but not limited to) settlement and/or consultancy arrangements which will be used sparingly and only
where it is in the best interests of the Company and shareholders. There are no agreements between the Group and its Directors or employees for loss of office or employment (whether through resignation,
purported redundancy or otherwise) which may occur as a result of a takeover bid.
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Governance
Overview
Financial Statements
Strategic Report
Remuneration Committee Report continued
Statement of Directors’ shareholding and share interests
Director
Beneficially
owned1 at
31 December 2024
Beneficially
owned1 at
31 December 2025
Outstanding
LTIP awards at
31 December 2025
Outstanding
DAB awards at
31 December 2025
Outstanding share
awards under SIP and ESPP
at 31 December 2025
Shareholding as a % of
Issued Share Capital at
31 December 2025
Chris Meredith
1,799,205
2,045,694
1,324,676
37,357
204,503
0.93%
Eddie Johnson
170,001
313,638
541,088
13,528
168,090
0.14%
Grahame Cook
48,864
48,864
–
–
–
–
Douglas Le Fort
Nil
Nil
–
–
–
–
Susan Searle2
–
10,000
–
–
–
–
Juliet Thompson2
–
–
–
–
–
–
Liz Shanahan3
54,785
–
–
–
–
–
1. Includes all shares beneficially held by the Director (or their spouse and children) and vested SIPs.
2. Susan Searle (31 March) and Juliet Thompson (30 June) joined the Board in 2025.
3.Liz Shanahan stepped down from the Board on 31 March 2025.
Executive Directors are required under the Executive Shareholding Policy to hold shares equivalent in value to 200% of pre-tax annual salary. Compliance with this policy as at 31 December 2025 is shown
below, using the share price at that date:
Director
Shares held*
Vested SIPs
LTIPs (50%
of vested/unexercised)
DAB awards
Total shares
Shareholding
target (£)
Shareholding
value (£)
% holding
vs target
Chris Meredith
2,036,872
8,822
75,099
37,357
2,158,150
£800,494
£4,680,811
585%
Eddie Johnson
296,090
17,548
28,162
13,528
355,328
£528,644
£770,519
146%
* Includes all shares beneficially held by the Executive Director (or their spouse and children).
CEO total remuneration
The total remuneration figure for the Chief Executive Officer during each of the last five financial years is shown below.
Total remuneration includes salary, Annual Performance Bonus, gains on SIPs in that year and LTIP awards vesting in the year. The Annual Performance Bonus and LTIP vesting level as a percentage of the
maximum opportunity is given for each year.
Year ended 31 December
2021
2022
2023
2024
2025
Total remuneration (£’000)
543
832
813
1,075
1,017
Annual Performance Bonus (% of maximum)
32.2%
57.8%
86%
23%
30%
LTIP vesting (% of maximum)
0%
21.2%
51.9%
100%
62.7%
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
97
Governance
Overview
Financial Statements
Strategic Report
Relative importance of spend on pay
Year ended 31 December
2024
(£m)
2025
(£m)
Change
%
Staff costs
66.5
87.7
31.9%
Dividends*
5.2
5.8
11.3%
Tax**
2.7
7.7
286.8%
Profits for year attributable to owners of the Parent**
7.1
10.0
40.3%
* The dividend figures relate to amounts payable in respect of the prior year.
** Tax and profits attributable to owners of the Parent include exceptional costs in 2025 (see Page 121).
£2,271,000 (2024: 1,722,000) of staff costs relate to pay for the Directors, of which £1,233,000
relates to the highest-paid Director (2024: £983,000). Total pension contributions were £2,669,000
(2024: £1,584,000) and for the highest-paid Director £40,000 (2024: £39,000).
During 2025, distributions to shareholders included a dividend of £3,900,000 paid on 17 July 2025
(2024: £3,600,000) and £1,852,000 paid on 24 October 2025 (2024: £1,645,000). It is proposed that
a dividend of 1.83p per share be paid on 26 June 2026. Further details are provided in Note 21
on Page 143.
Remuneration Committee Report continued
Private healthcare
Executive Directors and other senior employees are entitled to private healthcare and permanent
health insurance.
Share options
Employees may be granted share options under the 2019 Share Option Plan (‘GSOP’). Options granted
under the GSOP are not offered at a discount. The exercise of options is conditional on performance
conditions, normally after the third anniversary of the date of grant and no later than the tenth
anniversary of grant. Full details are included in Note 22 on Pages 144 to 146.
The GSOP allows employees to be granted approved or unapproved options. Under the approved part
of the GSOP, UK employees can receive up to £60,000 by market value of the shares on the grant date
and benefit from the growth in value of those shares.
Share performance – 2025
The opening share price for 2025 was 192.20p and the closing price, on the last trading day of the
year, was 216.89p. The range during the year was 237.24p (high) and 177.21p (low) (Source: Daily
Official List of the London Stock Exchange).
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
98
Governance
Overview
Financial Statements
Strategic Report
Directors’ Report
This Directors’ Report includes disclosures required under the Companies Act 2006, the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and the 2024 UK
Corporate Governance Code (‘Code’). Additional information can be located as follows:
Disclosure
Location
Principal activities and business review Results
Throughout the Strategic Report – Pages 5 to 64
Financial Statements – Pages 110 to 157
Corporate Governance
Corporate Governance Report – Pages 65 to 98
Directors’ remuneration including Directors’
interest in the share capital of the Company
Remuneration Committee Report – Pages 85 to
98
Principal Risks and Uncertainties
Principal Risks and Uncertainties – Pages 35 to
38
Financial instruments and risk management
Note 19 to the Financial Statements – Pages 136
to 141 and in the Strategic Report – Pages 32 to
38
Research and development activities
Strategic Report – Pages 5 to 64
Financial Review on Pages 27 to 30
Shareholder, employee and stakeholder
engagement
Section 172 – Pages 61 to 64
Environmental, Social and Governance, Health
and Safety and Streamlined Energy and Carbon
Reporting (‘SECR’) report
ESG Report – Pages 39 to 60
Climate-Related Financial Disclosures (‘CFD’)
Non-Financial and Sustainability Information
Statement – Pages 48 to 60
Key Performance Indicators
Key Performance Indicators – Pages 22 to 23
Company’s capital structure
Consolidated Statement of Changes in Equity –
Page 114
Financial Statements – Note 21 on Pages 142
to 143
Long Term Incentive Plan and share schemes
Remuneration Report – Pages 85 to 98
Events after the balance sheet date
Financial Statements – Note 25 on Page 146
Significant subsidiary undertakings
Financial Statements – Note 3 on Pages 150 to
152
Non-Financial Reporting Statement
Page 31
Dividends
The Group made a profit before tax for the year to 31 December 2025 of £17.8 million (2024:
£9.4 million). The Directors are recommending a final dividend of 2.01p per share (2024: 1.83p
per share). The final dividend will, subject to shareholders’ approval, be paid on 26 June 2026 to
shareholders on the register at the close of business on 29 May 2026. This would make a total
dividend of 2.86p for the full year (2024: 2.60p). The Board will continue to review the Group’s
dividend policy.
Events after the reporting date
There have been no material events subsequent to the end of the reporting period ended
31 December 2025.
Going concern
The Directors continue to adopt the going concern basis in preparing the Financial Statements.
Details of going concern can be found on Page 76 and in the Notes Forming Part of the Financial
Statements on Pages 116 to 117.
Capital structure
As at 31 December 2025 the Group had net cash of £18.0 million (2024: 17.0 million). To fund the
acquisition of Peters Surgical, which completed in mid 2024, new debt facilities were arranged
which comprise:
(i) a £60 million amortising term loan facility; and
(ii) a £30 million revolving credit facility.
The Group holds a debt facility which includes £55 million remaining on a term loan facility and a
£30 million revolving credit facility, together “the Facility”. As at 31 December 2025, £6 million of
the revolving credit facility was drawn, with £24 million available if required providing the Group
with flexible working capital. Interest on drawn funds is charged at the SONIA interest rate plus a
current bank margin of 1.5%. Both the term loan and the revolving credit facility mature in
April 2028.
Ordinary Shares are admitted to, and traded on, the Alternative Investment Market (‘AIM’), a market
operated by the London Stock Exchange. Further information regarding the Company’s share
capital, including movements during the year, are set out in Note 21 to the Financial Statements on
Pages 142 and 143.
Creditor payment policy
It is the policy and normal practice of the Group to make payments due to suppliers in accordance
with agreed terms and conditions, generally less than 60 days. Where suppliers offer early
settlement discounts, these may be taken advantage of. This policy will also be applied for 2026.
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99
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
99
Governance
Overview
Financial Statements
Strategic Report
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Directors’ Report continued
Share Capital and Issue of Ordinary Shares
At 31 March 2026 the Group’s issued share capital is:
Number
£’000
% of issued
Share Capital
Ordinary Shares of 5p each
219,604,175
10,980
100
Substantial shareholdings
Details of the interests in voting rights in the Company’s shares with substantial interests of 3% or
more in the Ordinary Share capital of the Company as at 31 March 2026, in accordance with the
Disclosure and Transparency Rules:
31 March 2026
% of issued
Share Capital
Octopus Investments Limited
21,186,112
9.65
Rathbone plc
15,848,015
7.22
Briarwood Chase Mgt
14,420,432
6.57
Canaccord Genuity Group Inc
13,797,818
6.28
Raymond James Financial
9,710,984
4.42
Compagnie Odier SCA
8,457,541
3.85
BlackRock Inc
7,490,113
3.41
Re-election of Directors
The Chair has determined that each Director demonstrates commitment to their role and displays
effective performance, and is recommending the re-election of all Directors. AMS has elected to
comply with 2018 Code Provision 18 and therefore all Directors will retire and shall stand for re-
election at the AGM to be held on 17 June 2026.
The Board has procedures for Directors’ conflicts of interest. Only Directors who have no interest
in the matter under consideration participate in the decision. The Board reports annually on the
procedures for ensuring that the Board’s power of authorisation in respect of conflicts of interest
operated effectively. None of the Directors had any conflicts of interest during or at the end of the
year in any contract relating to the business of the Company or its subsidiaries.
Directors’ and Officers’ liability insurance
Insurance cover is in force in respect of the personal liabilities that may be incurred by Directors and
Officers of the Company in the course of their service with the Group, as permitted by the Companies
Act 2006. No cover is provided in respect of any fraudulent or dishonest act.
Employees – equal opportunities and development
AMS is an equal opportunities employer committed to eliminating all forms of discrimination and to
giving fair and equal treatment to all employees and job applicants. In the event of existing employees
becoming disabled, every effort is made to ensure that their employment with the Group continues,
and that appropriate training is arranged.
It is the policy of the Group that the training, career development and promotion of disabled persons
should, as far as possible, be identical to that of an able-bodied person. An Equality, Diversity and
Inclusion Policy, to reflect best practice in this area, is in force. Further detail on this area can be
found in our ESG Report on Pages 39 to 60.
Employees and other stakeholders
The Group has chosen, in accordance with Section 414(c)(ii) of the Companies Act 2006 to set out in
the Strategic Report the following which the Directors believe are important:
•
Review of the business;
•
Relevant aspects of Section 172 statement (Sch 7.11(1)(b); and
•
Employee engagement and Sch 7.11B(1) – Business relationships).
Further employee policies are discussed in the ESG Report. See Pages 61 to 63 for disclosure of
employee engagement and stakeholder engagement statements. We provide monthly updates to
employees through an Executive Committee communication session, which includes details of
financial and economic factors, and is uploaded to the Intranet, where a Portal is also available to ask
questions to the Executive Committee. We have an Employee Consultative Group across all sites in
the UK, and a number of other sites outside of the UK, which allow employees to share their views and
any concerns. We run a number of share schemes, as outlined on Pages 90 to 91, including a Share
Incentive Plan (‘SIP’) and Employee Share Purchase Plan (‘ESPP’), which is open to all employees and
we encourage investment by offering both lump sum and monthly contributions.
Political donations
In line with the established policy, the Group made no political donations.
Annual General Meeting
The AGM will be held at 11.00am on 17 June 2026. Further details are outlined in the AGM Notice
Provision of information to the independent Auditors
Each of the persons who is a Director at the date of approval of this Annual Report confirms that:
•
so far as the Director is aware, there is no relevant audit information of which the Company’s
Auditor is unaware; and
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Directors’ Report continued
•
the Director has taken all the steps that he/she ought to have taken as Director in order to make
himself/herself aware of any relevant audit information and to establish that the Company’s
Auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418
of the Companies Act 2006.
Independent Auditors
Deloitte LLP has expressed their willingness to continue in office as Auditor and a resolution to
reappoint them will be proposed at the forthcoming Annual General Meeting.
The Directors’ Report has been approved by the Board and authorised for issue and is signed on its
behalf by:
Owen Bromley
Company Secretary
1 May 2026
Directors’ Responsibilities Statement
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 are required to prepare the Group Financial Statements in accordance with
United Kingdom adopted international accounting standards. The financial statements also comply
with IFRS Accounting Standards as issued by the IASB. The Directors have chosen to prepare the
Parent Company Financial Statements in accordance with United Kingdom’ Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 101
‘Reduced Disclosure Framework’. 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 the period.
In preparing the Parent Company 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;
•
state whether applicable UK Accounting Standards have been followed, and;
•
prepare the Financial Statements on the going concern basis unless it is inappropriate
•
to presume that the Company will continue in business.
In preparing the Group Financial Statements, International Accounting Standard 1 requires
that Directors:
•
properly select and apply accounting policies;
•
present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information;
•
provide disclosures when compliance with specific requirements of the financial reporting
framework are insufficient to enable users to understand the impact of particular transactions,
other events and conditions on the entity’s financial position and financial performance; and
•
make an assessment of the Company’s ability to continue as a going concern.
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.
The Directors are responsible for the maintenance and integrity of the corporate and financial
information included on the Company’s website. Legislation in the United Kingdom governing
the preparation and dissemination of Financial Statements may differ from legislation in
other jurisdictions.
Responsibility Statement
We confirm that to the best of our knowledge:
•
the Financial Statements, prepared in accordance with the relevant financial reporting framework,
give a true and fair view of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as a whole;
•
the Strategic Report includes a fair review of the development and performance of the business
and the position of the Company and the undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and uncertainties that they face; and
•
the Annual Report and Financial Statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for shareholders to assess the Company’s
position and performance, business model and strategy.
This responsibility statement was approved by the board of directors on 1 May 2026 and is signed on
its behalf by
Chris Meredith
Eddie Johnson
Chief Executive Officer
Chief Financial Officer
1 May 2026
1 May 2026
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Independent Auditor’s Report
to the members of Advanced Medical Solutions Group plc
Report on the audit of the financial statements
1. Opinion
In our opinion:
•
the financial statements of Advanced Medical Solutions Group plc (the ‘parent company’,
the ‘company’) and its subsidiaries (the ‘group’) give a true and fair view of the state of the
group’s and of the parent company’s affairs as at 31 December 2025 and of the group’s profit
for the year then ended;
•
the group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards and IFRS Accounting Standards as
issued by the International Accounting Standards Board (IASB);
•
the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, including Financial Reporting
Standard 101 Reduced Disclosure Framework; and
•
the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
•
the consolidated income statement;
•
the consolidated statement of comprehensive income
•
the consolidated statement of financial position;
•
the consolidated statement of changes in equity;
•
the consolidated statement of cash flows;
•
the related notes 1 to 25 to the consolidated financial statements;
•
the company statement of financial position;
•
the company statement of changes in equity; and
•
the related notes 1 to 9 to the company financial statements.
The financial reporting framework that has been applied in the preparation of the group financial
statements is applicable law, United Kingdom adopted international accounting standards and IFRS
Accounting Standards as issued by the IASB. The financial reporting framework that has been applied
in the preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework
(United Kingdom Generally Accepted Accounting Practice).
2. 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 group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed entities, 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.
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3. Summary of our audit approach
Key audit
matters
The key audit matter that we identified in the current year was:
• Revenue recognition.
Materiality
The materiality that we used for the group financial statements was £0.95 million
which was determined on the basis of 4% of profit before tax & exceptional items.
Scoping
Our work was focused on Advanced Medical Solutions Limited (UK), Resorba
Medical GmbH (Germany), and Peters Surgical Group. Together, these represent
84% of the group’s revenue and 98% of the group’s profit before tax.
Significant
changes in our
approach
Our audit approach is consistent with the prior year. The significant acquisition of
Peters Surgical, which was identified as a Key Audit Matter in the prior year, is no
longer a key audit matter due to the non-recurring nature of the transaction.
4. 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.
Our evaluation of the directors’ assessment of the group’s and parent company’s ability to continue to
adopt the going concern basis of accounting included:
•
obtaining an understanding of the available, uncommitted, financing facilities including nature of
the facilities, repayment terms and covenants;
•
linking the assessment and the forecasts to the business model and medium-term risks;
•
assessing the reasonableness and appropriateness of the assumptions used in the forecasts;
•
assessing the impact of the expected macroeconomic information including uncertainties in
respect of US tariffs to assess whether there were indicators of management bias;
•
assessing the amount of headroom in the forecasts and covenant compliance;
•
evaluating the appropriateness of, and headroom within, the sensitivity analysis;
•
assessing the sophistication of the model used to prepare the forecasts, testing of clerical
accuracy of those forecasts and assessing the historical accuracy of forecasts prepared by
management; and
•
assessing the appropriateness of the disclosures made within the financial statements.
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
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.
In relation to the reporting on how the group has applied the UK Corporate Governance Code, we
have nothing material to add or draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to adopt the going concern basis
of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
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5. Key audit matters
The key audit matter communicated below is the matter that, in our professional judgement, was of
most significance in our audit of the financial statements of the current year and includes the most
significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
This matter had the greatest effect on: the overall audit strategy; the allocation of resources in the
audit; and directing the efforts of the engagement team.
This matter was addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on this matter.
5.1. Revenue recognition
Key audit
matter
description
The group sells medical devices across a number of geographical regions
generating revenue of £228.9 million (2024: £177.5 million).
The timing of when revenue is recognised is relevant to the reported performance
of the group. There is a risk of material misstatement due to error or fraud as
a result of misstating the allocation of revenue between reporting periods.
Pressures to meet stakeholder expectations could provide an incentive to
recognise revenue prematurely, before control of the goods has passed to
the customer.
The key audit matter was specifically focused on the timing of revenue
recognition for sales recorded in the period immediately before and after the
year-end (December 2025 and January 2026). This focus was informed by our
understanding of the monthly peaks in sales typically reported at period ends, as
well as the associated credit and shipping terms with the group’s customers and
the requirement to recognise revenues in accordance with the group’s accounting
policies and IFRS 15 Revenue from Contracts with Customers.
For the associated disclosure and specific detail on the group’s accounting policy,
see Note 3 to the Financial Statements.
How the scope
of our audit
responded to
the key audit
matter
We obtained an understanding of the relevant controls over the revenue process.
Our procedures to address the key audit matter included:
• Made enquiries of management and obtaining evidence of management
reviews of actual revenue compared to budget, with a focus on trends around
the year end.
• Performed enquiries of management and key members of the commercial
team to identify any key changes to customer shipping terms or sales
arrangements during the year.
• Tested a sample of revenue transactions recognised within the relevant period
to underlying dispatch records, assessing the applicable terms of trade against
signed customer agreements, and evaluating compliance with IFRS 15.
• Assessed the appropriateness of journals posted to revenue within the period
around the year end date through examination of the related evidence.
• Evaluated credit notes issued and inventory returns processed around the
year end and analysed receivables ledgers at and after year end to identify
indicators of timing of revenue recognition issues.
• We evaluated whether the policy and disclosures for revenue within the
Financial Statements are consistent with the principles of IFRS 15 Revenue
from Contracts with Customers and whether they have been applied
appropriately.
Key
observations
Based on the work performed we concluded that the timing for revenue
recognition was appropriate.
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6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed or
influenced. We use materiality both in planning the scope of our audit work and in evaluating the
results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a
whole as follows:
Group financial statements
Parent company financial statements
Materiality
£0.95 million (2024: £1.0 million)
£0.9 million (2024: £0.9 million)
Basis for
determining
materiality
5% of forecast profit before tax
and exceptional items (2024: 5%
of profit before tax), which equates
to approximately 4% of final profit
before tax and exceptional items.
Parent company materiality is based
on 2% of the company’s net assets,
however this was capped at 90% of
group materiality (2024: 2% of net assets
capped at 90% of group materiality).
Rationale for
the benchmark
applied
Profit before tax before exceptional
items is determined to be the most
relevant performance measure to the
users of the financial statements as
a key driver of the equity share price.
As a non-trading parent company, net
assets is the key driver of the company.
PBT pre-exceptional
items £24m
PBT
Group materiality
Group materiality
£0.95m
Component
materiality range
£0.3m to £0.6m
Audit Committee
reporting threshold
£0.05m
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in
aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements
Parent company financial statements
Performance
materiality
70% (2024: 70%) of group materiality
70% (2024: 70%) of parent company
materiality
Basis and
rationale for
determining
performance
materiality
In determining performance materiality, we considered the following factors:
• Our risk assessment, including our assessment of the group’s overall control
environment; and
• Our past experience of the audit, which has indicated the presence of
corrected and uncorrected misstatements identified in prior periods.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to them all audit differences in excess
of £0.05 million (2024: £0.05 million), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identify when assessing the overall presentation of the financial statements.
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7. An overview of the scope of our audit
7.1. Identification and scoping of components
Our group audit was scoped by obtaining an understanding of the group and its environment,
including group-wide controls, and assessing the risks of material misstatement at the group level.
Based on that assessment, we performed audits of the entire financial information of Resorba
Medical GmbH (Germany), Advanced Medical Solutions Limited (UK), and Advanced Medical
Solutions Plc (UK); and audits of specific classes of transactions, account balances and disclosures
on Peters Surgical Group (France), Vitalitec (USA), Peters Surgical France and Peters Surgical
International (Thailand). This final component was a new addition to the group audit scope in the
current year owing to the expansion of its manufacturing facilities and growing strategic relevance to
the group.
Our audit work on the components was executed at levels of performance materiality applicable to
each individual entity, which were lower than group performance materiality and ranged from £0.3
million to £0.6 million (2024: £0.4 million to £0.6 million). The components subject to these audit
procedures represent 84% (2024: 82%) of the group’s revenue and 98% (2024: 79%) of the group’s
profit before tax.
In addition to the work performed on full audit of financial information components and specific
account balance components, we performed audit procedures at the group level. These included
testing the consolidation process, assessing the carrying value of goodwill and other acquired
intangible assets, and evaluating the accounting for share-based payments.
Furthermore, we performed analytical procedures over the aggregated financial information of the
components not subject to audits of their financial information or specific classes of transactions,
account balances and disclosures. This was to assess whether there were any unusual or unexpected
balances that would indicate an additional risk of material misstatement in the group financial
statements.
7.2. Our consideration of the control environment
The group uses a number of IT systems and applications across the group, and we worked with our IT
specialists to obtain an understanding of the general IT controls for relevant systems.
In assessing the IT environment, we identified a number of IT control deficiencies which meant
that we were unable to rely on the group’s internal controls for the purposes of our audit. We
therefore performed a fully substantive audit. We have reported the identified control deficiencies
to management and the Audit Committee. Management is in the process of remediating the
deficiencies as they develop the IT environment as referenced in the Audit Committee Report.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the group’s
business and its financial statements.
We have held discussions with the Company Secretary and with the Directors to understand the
process of identifying climate-related risks, the determination of mitigating actions and the impact on
the group’s financial statements.
We performed our own qualitative risk assessment of the potential impact of climate change on
the group’s account balances and classes of transactions and did not identify any additional risks
of material misstatement beyond those identified by management, see Page 48. Our procedures
included reading disclosures included in the Strategic Report to consider whether they are materially
consistent with the financial statements and our knowledge obtained in the audit.
7.4. Working with other auditors
Audit work to respond to the risks of material misstatement was performed directly by the group
audit engagement team, with the exception of the following components which were audited by
component auditors from the Deloitte network:
•
Peters Surgical France, Peters Surgical Group (France), and Vitalitec (USA): Audited by Deloitte
SAS (France).
•
Resorba: Audited by Deloitte GmbH (Germany).
•
Peters Surgical Thailand: Audited by Deloitte ICS (Thailand) Co., Ltd.
As the group engagement team, we determined the scope of work to be performed by the component
auditors and maintained responsibility for their direction, supervision, and review throughout the audit
process.
Our direction, supervision and review for all components included the following:
•
We were actively involved in the risk assessment process for each component to identify
significant risks of material misstatement to the consolidated financial statements. We evaluated
the appropriateness of the audit procedures designed and performed by the component auditors
to address these risks.
•
We provided detailed instructions to each component auditor, outlining the work to be performed,
the key risk areas, and the reporting requirements.
•
We held regular virtual meetings with the component audit teams, including planning and
closing meetings, to discuss their strategy, audit findings, and conclusions on key areas of audit
judgment.
•
We conducted an in-person visit to the Deloitte SAS component audit team in France to enhance
our oversight and discuss their work on significant account balances.
•
We reviewed the audit documentation and reporting deliverables from each component auditor to
evaluate the sufficiency and appropriateness of the audit evidence obtained.
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8. 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.
9. Responsibilities of directors
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 group’s and
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.
10. 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.
A further description of our responsibilities for the audit of the financial statements is located on
the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
11. Extent to which 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.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we considered the following:
•
the nature of the industry and sector, control environment and business performance including
the design of the group’s remuneration policies, key drivers for directors’ remuneration, bonus
levels and performance targets;
•
results of our enquiries of management, internal audit, the directors and the audit committee
about their own identification and assessment of the risks of irregularities, including those that
are specific to the group’s sector;
•
any matters we identified having obtained and reviewed the group’s documentation of their
policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware
of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
•
the matters discussed among the audit engagement team including component audit teams
and relevant internal specialists, including valuations and IT specialists regarding how and where
fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within
the organisation for fraud and identified the greatest potential for fraud within revenue recognition
due to possible pressures to meet stakeholder expectations that could provide incentives to
recognise revenues in an incorrect accounting period.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to
respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group 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 the UK Companies Act and tax legislation.
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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 group’s ability to
operate or to avoid a material penalty such as those set out by the relevant regulatory bodies.
11.2. Audit response to risks identified
As a result of performing the above, we identified revenue recognition as a key audit matter related As
a result of performing the above, we identified revenue recognition as a key audit matter related to the
potential risk of fraud. The key audit matter section of our report explains the matter in more detail
and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
•
reviewing the financial statement disclosures and testing to supporting documentation to assess
compliance with provisions of relevant laws and regulations described as having a direct effect
on the financial statements;
•
enquiring of management, the audit committee and legal counsel concerning actual and potential
litigation and claims;
•
performing analytical procedures to identify any unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
•
reading minutes of meetings of those charged with governance and reviewing internal
audit reports;
•
working with our internal tax specialists to assist in our evaluation of the group’s tax positions
and to challenge the key judgements made in the recognition and measurement of current and
deferred tax assets and liabilities; and
•
in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal course
of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members, including internal specialists and component audit teams, and remained
alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the 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 group and of the parent company and
their environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
•
the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on Page 101;
•
the directors’ explanation as to its assessment of the group’s prospects, the period this
assessment covers and why the period is appropriate set out on Page 83;
•
the directors’ statement on fair, balanced and understandable set out on Page 101;
•
the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks set out on Pages 32 to 38;
•
the section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on Pages 32 to 38 and
•
the section describing the work of the Audit Committee set out on Page 82.
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14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
•
we have not received all the information and explanations we require for our audit; or
•
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.
We have nothing to report in respect of this matter.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of
directors’ remuneration have not been made.
We have nothing to report in respect of this matter.
15. 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.
Matthew Hughes, ACA (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Leeds, United Kingdom
1 May 2026
Independent Auditor’s Report continued
to the members of Advanced Medical Solutions Group plc
109
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Governance
Overview
Financial Statements
Strategic Report
Note
Before
exceptional
items
£’000
Exceptional
items
£’000
2025
£’000
Before
exceptional
items
£’000
Exceptional
items
£’000
2024
£’000
Revenue
3
228,936
–
228,936
177,521
–
177,521
Cost of sales
(106,798)
–
(106,798)
(84,903)
–
(84,903)
Gross profit
122,138
–
122,138
92,618
–
92,618
Distribution costs
(3,847)
–
(3,847)
(2,348)
–
(2,348)
Administration costs
(90,495)
(5,805)
(96,300)
(69,033)
(10,924)
(79,957)
Other income
671
–
671
906
–
906
Operating profit
3, 4
28,467
(5,805)
22,662
22,143
(10,924)
11,219
Finance income
9
211
–
211
2,161
–
2,161
Finance costs
10
(5,090)
–
(5,090)
(3,557)
–
(3,557)
Profit before taxation
23,588
(5,805)
17,783
20,747
(10,924)
9,823
Income tax
11
(8,892)
1,204
(7,688)
(4,662)
1,981
(2,681)
Profit for the year
14,696
(4,601)
10,095
16,085
(8,943)
7,142
Profit for the year attributable to:
Owners of the parent
14,555
(4,601)
9,954
16,037
(8,943)
7,094
Non-controlling interest
141
–
141
48
–
48
Earnings per share
Basic
12
6.75p
(2.13p)
4.62p
7.48p
(4.17p)
3.31p
Diluted
12
6.62p
(2.09p)
4.52p
7.35p
(4.10p)
3.25p
The above results relate to continuing operations.
Consolidated Income Statement
For the year ended 31 December 2025
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Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
Note
2025
£’000
2024
£’000
Profit for the year
10,095
7,142
Items that will potentially be reclassified subsequently to profit and loss:
Exchange differences on translation of foreign operations
8,028
(6,177)
Gain/(loss) arising on cash flow hedges
19
1,664
(3,104)
Deferred tax charge arising on cash flow hedges
11
(306)
664
Total other comprehensive income/(expense) for the year
9,386
(8,617)
Total comprehensive income/(expense) for the year
19,481
(1,475)
Total comprehensive income for the year attributable to equity holders of the parent
19,340
(1,523)
Total comprehensive income for the year attributable to non-controlling interest
141
48
111
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Overview
Financial Statements
Strategic Report
Consolidated Statement of Financial Position
At 31 December 2025
Note
2025
£’000
2024
£’000
Assets
Non-current assets
Intangible assets
13
92,731
97,412
Goodwill
13
112,693
116,884
Property, plant and equipment
14
48,750
45,871
Deferred tax asset
11
–
1,022
Derivative financial assets
19
12
–
Other receivables
16
1,219
1,029
255,405
262,218
Current assets
Inventories
15
70,047
55,259
Trade and other receivables
16
47,654
52,451
Current tax assets
11
2,436
1,233
Derivative financial assets
19
1,213
296
Cash and cash equivalents
17
18,015
17,039
139,365
126,278
Total assets
394,770
388,496
Liabilities
Current liabilities
Trade and other payables
18
30,951
33,782
Borrowings
17
11,370
5,421
Lease liabilities
19
3,332
3,087
Current tax liabilities
11
4,293
1,780
Derivative financial liabilities
19
–
261
49,946
44,331
Non-current liabilities
Borrowings
17
57,101
67,428
Lease liabilities
19
9,720
10,628
Other non-current liabilities
18
4,814
3,873
Deferred tax liabilities
11
13,085
20,246
Derivative financial liabilities
19
–
474
84,720
102,649
Total liabilities
134,666
146,980
260,104
241,516
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Overview
Financial Statements
Strategic Report
Note
2025
£’000
2024
£’000
Equity
Share capital
21
10,977
10,892
Share premium
37,844
37,525
Other reserve
21
20,686
16,625
Hedging reserve
21
918
(440)
Translation reserve
21
3,729
(4,299)
Retained earnings
184,637
180,474
Equity attributable to equity holders of the parent
258,791
240,777
Non-controlling interest
21
1,313
739
Total equity
260,104
241,516
The financial statements of Advanced Medical Solutions Group plc (registration number 2867684) on Pages 110 to 146 were approved by the Board of Directors and authorised for issue on 1 May 2026 and
were signed on its behalf by:
Chris Meredith
Chief Executive Officer
Consolidated Statement of Financial Position continued
At 31 December 2025
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Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Share
capital
£’000
Share
premium
£’000
Other
reserve
£’000
Hedging
reserve
£’000
Translation
reserve
£’000
Retained
earnings
£’000
Total
attributable to
owners
£’000
Non-controlling
interest
£’000
Total
£’000
At 1 January 2024
10,865
37,473
13,453
2,000
1,878
178,533
244,202
–
244,202
Consolidated profit for the year to 31 December 2024
–
–
–
–
–
7,142
7,142
–
7,142
Other comprehensive (expense)/income
–
–
–
(2,440)
(6,177)
–
(8,617)
–
(8,617)
Total comprehensive (expense)/income
–
–
–
(2,440)
(6,177)
7,142
(1,475)
–
(1,475)
Share-based payments (Note 22)
–
–
3,086
–
–
–
3,086
–
3,086
Excess deferred tax on share-based payments
–
–
74
–
–
–
74
–
74
Share options exercised (Note 22)
27
52
12
–
–
–
91
–
91
Non-controlling interest (Note 21)
–
–
–
–
–
–
–
739
739
Dividends paid (Note 21)
–
–
–
–
–
(5,201)
(5,201)
–
(5,201)
At 31 December 2024
10,892
37,525
16,625
(440)
(4,299)
180,474
240,777
739
241,516
Consolidated profit for the year to 31 December 2025
–
–
–
–
–
9,954
9,954
141
10,095
Other comprehensive income
–
–
–
1,358
8,028
–
9,386
–
9,386
Total comprehensive income
–
–
–
1,358
8,028
9,954
19,340
141
19,481
Share-based payments (Note 22)
–
–
4,140
–
–
–
4,140
–
4,140
Excess deferred tax on share-based payments
–
–
(128)
–
–
–
(128)
–
(128)
Share options exercised (Note 22)
85
319
49
–
–
–
453
–
453
Changes in non-controlling interest (Note 21)
–
–
–
–
–
–
–
433
433
Dividends paid (Note 21)
–
–
–
–
–
(5,791)
(5,791)
–
(5,791)
At 31 December 2025
10,977
37,844
20,686
918
3,729
184,637
258,791
1,313
260,104
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Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Note
2025
£’000
2024
£’000
Cash flows from operating activities
Operating profit
22,662
11,219
Adjustments for:
Depreciation
14
8,036
6,453
Amortisation – intellectual property rights
13
10,313
7,804
– software intangibles
13
655
537
– development costs
13
2,393
1,508
Increase in inventories
(13,267)
(2)
Decrease/(increase) in trade and other receivables
5,036
(10,384)
(Decrease)/increase in trade and other payables
(2,048)
4,318
Share-based payments expense
22
4,140
3,086
Taxation paid
(5,333)
(5,050)
Net cash inflow from operating activities
32,587
19,489
Cash flows used in investing activities
Purchase of software
(1,111)
(572)
Capitalised research and development
(4,131)
(4,115)
Purchases of property, plant and equipment
(7,358)
(4,057)
Disposal of property, plant and equipment
54
27
Interest received
207
1,229
Acquisition of subsidiaries (net of cash acquired)
21
72
(54,132)
Payment of contingent consideration
19
(1,064)
(5,529)
Net cash used in investing activities
(13,331)
(67,149)
Cash flows (used in)/from financing activities
Dividends paid
21
(5,791)
(5,201)
Repayment of principal under lease liabilities
(3,885)
(2,605)
Repayment of loan
17
(5,000)
(62,192)
Net movement in short-term borrowings
17
(576)
–
Borrowings received
17
–
79,453
Issue of equity shares
329
12
Interest paid
(4,045)
(3,989)
Net cash (used in)/from financing activities
(18,968)
5,478
Net increase/(decrease) in cash and cash equivalents
288
(42,182)
Cash and cash equivalents at the beginning of the year
17,039
60,160
Effect of foreign exchange rate changes
688
(939)
Cash and cash equivalents at the end of the year
18,015
17,039
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1. Reporting entity
Advanced Medical Solutions Group plc (‘the Company’) is a public limited company, limited by shares,
incorporated and domiciled in England and Wales (registration number 2867684). The Company’s
registered address is Premier Park, 33 Road One, Winsford Industrial Estate, Cheshire, CW7 3RT.
The Company’s Ordinary Shares are traded on the AIM market of the London Stock Exchange plc.
The Consolidated Financial Statements of the Company for the twelve months ended 31 December
2025 comprise the Company and its subsidiaries (together referred to as ‘the Group’ or ‘AMS’).
AMS is an innovative tissue-healing medical device company delivering high-performing solutions
that match or surpass market leaders, clinically, technically, and commercially. From adhesives and
sealants, to biosurgical devices and sutures, AMS’s products offer superior usability, quality and
design. AMS’s strength lies in combining advanced material science with applicator device design
and development, in collaboration with surgeons and Key Opinion Leaders, creating differentiated
devices that improve patient outcomes without compromising quality or affordability.
AMS’s scalable, resilient business model is built on disciplined execution, portfolio focus, and
capital efficiency. Its diversified product and geographic mix mitigates volatility, ensuring consistent
performance even when individual segments fluctuate. Following its acquisition of Peters Surgical,
AMS is unlocking operational and commercial synergies, accelerating its US and international
expansion, and increasing the percentage of sales made through its direct sales teams. With surgical
products driving a majority of Group revenues and a clear top-line trajectory, AMS is positioned for
scalable growth, margin improvement and long-term value creation.
The Group’s products are sold globally via a network of multinational or regional partners and
distributors, as well as via the Group’s own direct sales forces in the UK, Germany, Austria, France,
Poland, Benelux, India, the Czech Republic and Russia. The Group has R&D innovation hubs in the UK,
Ireland, Germany, France and Israel. Established in 1991, the Group has more than 1,500 employees.
On 1 March 2024, the Group acquired the trade and assets of Syntacoll GmbH and on 1 July 2024,
the Group acquired 100% of the share capital of Peters Surgical. Both acquisitions were accounted
for as business combinations in accordance with IFRS 3 Business Combinations, with the identifiable
assets acquired and liabilities assumed recognised at their fair values at the respective acquisition
dates. In the prior year comparative period the results of the acquired businesses have been
consolidated from the dates control was obtained. As a result of these acquisitions occurring during
2024, the comparative profit and loss figures for the year ended 31 December 2024 are not entirely
comparable with the results for the current year.
Notes Forming Part of the Consolidated Financial Statements
2. Basis of preparation
The Group’s financial statements have been prepared in accordance with the United Kingdom
adopted international accounting standards and with International Financial Reporting Standards
(’IFRSs’) as issued by the International Accounting Standards Board (‘IASB’).
The Financial Statements have been prepared on the historical cost basis of accounting except as
disclosed in the accounting policies set out below.
The individual Financial Statements for each Group company are presented in the currency of the
primary economic environment in which it operates (its ‘functional currency’). For the purpose of the
Consolidated Financial Statements, the results and financial position of each Group company are
expressed in Pounds Sterling, which is the functional currency of the Company and the presentation
currency for the Consolidated Financial Statements.
In the current year the Group has applied the following amendment to IFRSs issued by the IASB:
– Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates (Lack of Exchangeability)
Its adoption has not had a material impact on the disclosures or on the amounts reported in the
Annual Financial Statements.
Going Concern
With regards to the Group’s financial position, it had cash and cash equivalents at the 31 December
2025 of £18.0 million and continues to be profitable with positive operational cash flow.
The Group holds a debt facility which includes a £55 million term loan facility and a £30 million
revolving credit facility (together the ‘Facility’). £6 million of the revolving credit facility is drawn
at 31 December 2025, with £24 million available if required, providing the Group with flexible
working capital. Both the term loan and the revolving credit facility mature in April 2028.
Interest on drawn funds is charged at the SONIA interest rate plus a current bank margin of 1.5%.
The Group is required to comply with the following financial covenants: a) Interest cover in respect
of any relevant period shall not be less than 4.0:1.0 and b) Net leverage in respect of each relevant
Period shall not exceed 3.0:1.0. The EBITDA to finance charge ratio of the Group at 31 December
2025 is 11.8 and is expected to increase as the borrowing facilities are repaid. The net debt to EBITDA
ratio of the Group at 31 December 2025 is 1.0 and is expected to reduce as the borrowing facilities
are repaid.
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Strategic Report
2. Basis of preparation continued
Going concern continued
In carrying out their duties in respect of going concern, the Directors have carried out a review of the
Group’s financial position and cash flow forecasts for a period of 12 months from the date of signing
the accounts. These have been based on a comprehensive review of revenue, expenditure and cash
flows, taking into account specific business risks and the current economic environment. Sensitivity
analysis has been prepared to stress test forecasts and the Directors are confident the business is
a going concern given the significant headroom available. The Directors also considered whether
any factors exist that might reasonably impact the Group’s ability to continue as a going concern
beyond the period of 12 months from the date of the financial statements, with no factors considered
reasonably possible.
The Group operates in markets whose demographics are favourable, underpinned by an increasing
need for products to treat chronic and acute wounds. Consequently, market growth is predicted.
The Group has a large number of contracts with customers across different geographic regions
and also with substantial financial resources, ranging from government agencies through to global
healthcare companies. The acquisition of Peters Surgical has further diversified the Group’s product
portfolio and grown the Group’s revenue base and revenues.
Having taken the above into consideration, the Directors have reached a conclusion that the Group
and Company are well placed to manage its business risks in the current economic environment.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
Climate change
In preparing the consolidated financial statements, the Directors recognised the risk of climate
change on the business. The Group does not believe that there is currently a material impact to
judgements and estimates in relation to climate-related risks and, as a result, the valuation of assets
and liabilities have not been significantly impacted as at 31 December 2025.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of Financial Statements, in conformity with adopted IFRS, requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and
the reported value of assets and liabilities, income and expense. Actual results may differ from these
estimates. In preparing these Financial Statements, one critical accounting judgements (‘CJ’) and two
key sources of estimation uncertainty (‘SE’) have been identified that could potentially have a material
adjustment to the carrying amounts of assets and liabilities in future financial years.
Carrying value of development and recertification costs (CJ)
The Group capitalises development and recertification costs once it can be demonstrated that the
product or process is clearly identifiable, technically and commercially feasible, and will generate
future economic benefits. There is judgement involved in determining the point at which capitalisation
commences and that the product or process is at a point where it is technically and commercially
feasible and that future economic benefits will be generated. The recoverable amount is determined
based on a value-in-use calculation at a product category level which involves the use of critical
accounting judgements. Judgements may involve an estimation of future costs to complete the asset
as well as future sales, cost of sales and an allocation of operating costs. See Note 13 for further
information on intangible assets.
Impairment of goodwill and intangible assets (SE)
In carrying out impairment reviews of goodwill and intangible assets, a number of significant
assumptions have to be made when preparing cash flow projections which include market growth
rates, size and share, revenue growth rates, discount rates and cash flows. If actual results should
differ or changes in expectations arise, impairment charges may be required. See Note 13 for further
information on goodwill and intangible assets.
Valuation of contingent consideration (SE)
The Group has recognised contingent consideration arising on acquisition which have inherent
sources of estimation uncertainty. Management has identified that reasonably possible changes in
certain key assumptions, including projected revenue of relevant products and estimates of cash
flows may cause the calculated fair value of the contingent consideration to vary materially in future
years. See note 19(b) for further information on contingent consideration.
Basis of consolidation
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to
govern the financial and operating policies of an entity so as to retain benefits from its activities.
The Financial Statements of the subsidiaries are included in the Consolidated Financial Statements
on the basis of acquisition accounting, from the date that control commences until the date that
control ceases. All entities within the Group have the same year-end.
Notes Forming Part of the Consolidated Financial Statements continued
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2. Basis of preparation continued
Basis of consolidation continued
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the
acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given,
liabilities incurred or assumed, the equity instruments issued by the Group in exchange for control
of the acquiree, plus any costs directly attributable to the issue of debt or equity. Acquisition-related
expenses are accounted for as expenses in the period in which the costs are incurred and the
services rendered, with the exception of directly attributable costs incurred as a result of raising
equity, which are offset against share premium, and raising debt, which are capitalised and amortised
over the term of the debt. The acquiree’s identifiable assets, liabilities and contingent liabilities that
meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition
date, except for non-current assets (or disposal groups) that are classified as held for sale in
accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations, which are
recognised and measured at fair value less costs to sell.
Where not all of the equity of a subsidiary is acquired, the non-controlling interest is recognised at the
non-controlling interest’s share of the net assets of the subsidiary.
Intercompany transactions and balances between Group entities are eliminated upon consolidation.
IFRS not yet effective and not adopted early
Certain new accounting standards, amendments and interpretations have been published that are not
mandatory for 31 December 2025 reporting periods and have not been early adopted by the Group.
These standards are not expected to have a significant impact on the Group’s net results.
3. Revenue and segment information
Accounting policy
Revenue is recognised when control of the products has transferred to the customer in
accordance with the contractual shipping terms, the customer has discretion over the channel
and price to sell the products in accordance with the sales contract, and there is no unfulfilled
obligation that could affect the customer’s acceptance of the products. Transfer occurs when
the products have been shipped to the specific location, the risks of obsolescence and loss
have been transferred to the customer, and either the customer has accepted the products in
accordance with the sales contract, the acceptance provisions have lapsed, or the Group has
objective evidence that all criteria for acceptance have been satisfied.
Occasionally, the products are sold with volume discounts based on aggregate sales over
a 12-month period. Revenue from these sales is recognised based on the price specified in
the contract, net of the estimated volume discounts. Accumulated experience and customer-
provided forecasts are used to estimate and provide for the discounts, using the expected
value method, and revenue is only recognised to the extent that it is highly probable that a
significant reversal will not occur. No element of finance is deemed present as the sales are
made with a credit term of up to 90 days, which is consistent with market practice. A receivable
is recognised when the goods are transferred as this is the point in time that the consideration
is unconditional because only the passage of time is required before the payment is due.
The Group also recognises revenue from royalty income receivable under licence agreements
from external customers at amounts excluding value added tax as the products under licence
are sold and the revenue can be reliably measured. For the year ended 31 December 2025,
£2.1 million (2024: £3.0 million) of revenue from royalty income was recognised.
Other income relates to tax credits received such as those under the UK Research and
Development Expenditure Credit (‘RDEC’) scheme and is recognised in the Income Statement
in the same period in which the expense is incurred.
During the year ended 31 December 2025, the Group continued to operate under two business
units. Internal reporting provided to the Group’s Chief Operating Decision Maker (‘CODM’)
is prepared on this basis. The Group’s Board of Directors (‘the Board’) is the Group’s Chief
Operating Decision Maker, as defined by IFRS 8, and all significant operating decisions are
taken by the Board. The Surgical unit focused on selling, marketing, research, development
and innovation of all our surgical products and the Woundcare unit focused on all advanced
woundcare sales, marketing, research, development and innovation of all woundcare devices,
regardless of whether they are sold under an AMS or a partner’s brand name.
Notes Forming Part of the Consolidated Financial Statements continued
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3. Revenue and segment information continued
Year ended 31 December 2025
Surgical
£’000
Woundcare
£’000
Consolidated
£’000
Revenue
183,451
45,485
228,936
Result
Adjusted segment operating profit
35,903
3,852
39,755
Amortisation of acquired intangibles
(9,373)
(940)
(10,313)
Segment operating profit
26,530
2,912
29,442
Exceptional items
(5,805)
Unallocated expenses
(975)
Operating profit
22,662
Finance income
211
Finance costs
(5,090)
Profit before tax
17,783
Tax
(7,688)
Profit for the year
10,095
Year ended 31 December 2025
Other information
Surgical
£’000
Woundcare
£’000
Consolidated
£’000
Capital additions:
Software intangibles
995
116
1,111
Research & development
3,522
609
4,131
Property, plant and equipment
6,877
481
7,358
Depreciation and amortisation
(18,141)
(3,256)
(21,397)
At 31 December 2025
Statement of Financial Position
Assets
Segment assets
340,828
53,942
394,770
Liabilities
Segment liabilities
112,655
21,306
133,961
Unallocated liabilities
705
Consolidated total liabilities
134,666
Year ended 31 December 2024
Surgical
£’000
Woundcare
£’000
Consolidated
£’000
Revenue
135,768
41,753
177,521
Result
Adjusted segment operating profit
30,132
2,604
32,736
Amortisation of acquired intangibles
(6,864)
(940)
(7,804)
Segment operating profit
23,268
1,664
24,932
Exceptional items
(10,924)
Unallocated expenses
(2,789)
Operating profit
11,219
Finance income
2,161
Finance costs
(3,557)
Profit before tax
9,823
Tax
(2,681)
Profit for the year
7,142
Year ended 31 December 2024
Other information
Surgical
£’000
Woundcare
£’000
Consolidated
£’000
Capital additions:
Software intangibles
494
78
572
Research & development
3,517
598
4,115
Property, plant and equipment
2,607
1,450
4,057
Depreciation and amortisation
(13,198)
(3,104)
(16,302)
At 31 December 2024
Statement of Financial Position
Assets
Segment assets
332,709
55,787
388,496
Liabilities
Segment liabilities
115,729
30,023
145,752
Unallocated liabilities
1,228
Consolidated total liabilities
146,980
Notes Forming Part of the Consolidated Financial Statements continued
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3. Revenue and segment information continued
Geographical segments
Segment revenue is based on the geographical location of customers. Segment assets are based
on the country by which the legal entity resides. All revenue relates to external customers.
The following table provides an analysis of the Group’s sales by geographical market, irrespective
of the origin of the goods or services, based upon location of the Group’s customers:
Year ended 31 December
2025
£’000
2024
£’000
United Kingdom
19,675
16,606
Germany
30,993
32,288
France
25,055
14,790
Rest of Europe
62,468
46,314
United States of America
53,893
43,382
Rest of World
36,852
24,141
228,936
177,521
Revenue disaggregation by product category is provided on Page 24 and Page 26.
The following table provides an analysis of the Group’s non-current assets by geographical location:
As at 31 December
2025
£’000
2024
£’000
United Kingdom
46,173
46,027
Germany
67,903
64,538
France
93,468
99,539
Rest of Europe
28,089
29,686
Rest of world
19,772
22,428
255,405
262,218
4. Operating profit
Accounting policy:
Research expenditure is expensed as incurred. Internal development expenditure is only
capitalised if the recognition criteria in IAS 38 Intangible Assets have been satisfied.
Grants are recognised only when there is reasonable assurance that the Group will comply with
the conditions attached to them and that the grants will be received. Grants related to income
are presented as a deduction of the related cost. Grants that are receivable as compensation
for expenses already incurred are recognised in the Income Statement in the period in which
they become receivable.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation, and a reliable estimate can be made of the amount of
the obligation.
Pension entitlements and other benefits vary according to the jurisdiction, ensuring
remuneration meets local expectations and are compliant with relevant requirements. Pension
amounts charged against the Income Statement represents the contributions payable to the
scheme in respect of the accounting period. The assets of the scheme are held separately from
those of the Group in an independently administered fund.
Notes Forming Part of the Consolidated Financial Statements continued
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4. Operating profit continued
Operating profit is arrived at after charging/(crediting):
Year ended 31 December
2025
£’000
2024
£’000
Depreciation of property, plant and equipment
8,036
6,453
Amortisation of:
– acquired intellectual property rights and other intangible assets
10,313
7,804
– software intangibles
655
537
– development costs
2,393
1,508
Research and development costs expensed excluding regulatory costs
5,110
5,745
Cost of inventories recognised as expense
105,668
84,269
Write-down of inventories expensed
1,130
634
Staff costs
87,679
66,496
Net foreign exchange (gain)/ loss
(675)
141
Year ended 31 December
2025
£’000
2024
£’000
Staff costs for all employees, including Executive Directors, consists of:
Wages and salaries including bonuses
69,329
52,680
Social security costs
11,541
9,146
Pension costs
2,669
1,584
Share-based payments (see Note 22)
4,140
3,086
87,679
66,496
The average monthly number of employees of the Group during the year, including Executive
Directors, was as follows:
Year ended 31 December
2025
Number
2024
Number
Production
790
634
Research and development
129
89
Sales and marketing
320
230
Administration
419
276
1,658
1,229
5. Exceptional items
Accounting policy:
Exceptional items are those items that are sufficiently significant for separate disclosure by
virtue of their size, nature or incidence, or that the Directors consider should be disclosed
separately to enable a full understanding of the Group’s financial performance. Exceptional
items have been presented separately on the face of the Income Statement. The Directors
consider that this presentation gives a fairer presentation of the results of the Group.
Year ended 31 December
2025
£’000
2024
£’000
Integration activities
5,145
1,927
Restructuring
660
–
Peters acquisition-related
–
5,090
Risk Management
–
2,017
Syntacoll
–
1,890
Total exceptional items
5,805
10,924
Exceptional items of £5.8 million were incurred in the year in relation to the Group’s transformation
projects following the prior year acquisition of Peters Surgical and Syntacoll. These projects have
been deemed exceptional in nature and have resulted in significant costs being incurred whilst the
related benefits will only be yielded in future periods. Therefore the Group’s performance has been
summarised including and excluding these costs to give additional information to the users of the
financial statements.
Integration-related costs predominately relate to consultancy services to lead the integration project
as well as the costs of an internal dedicated integration team and other relevant integration activities.
Restructuring costs relate to costs incurred re-organising certain operations and are primarily
employee related.
In the prior year, £10.9 million of exceptional costs were incurred. Syntacoll exceptional costs relate
to legal fees, staff termination costs, an initial idle period when no manufacturing was undertaken
and some integration related costs. Risk management exceptional costs relate to foreign currency
risk management costs to protect against adverse movements in the euro rate whilst the Group
awaited FDI approval to complete the acquisition of Peters Surgical. Risk and warranty insurance
was also obtained. Acquisition related costs include costs for advisory services, legal, financial, tax,
HR and operational due diligence services, as well as legal services relating to the share purchase
agreement and related banking facility required as part of the acquisition funding.
Notes Forming Part of the Consolidated Financial Statements continued
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6. Auditor’s remuneration
Amounts payable to Deloitte LLP and their associates in respect of both audit and non-audit services:
Year ended 31 December
2025
£’000
2024
£’000
Fees payable to the Company’s auditor and their associates for the
audit of the Company’s annual accounts
25
25
Fees payable to the Company’s auditor and their associates for other
audit services to the Group and the audit of the Company’s subsidiaries
682
631
Total audit fees
707
656
Audit related assurance services
43
47
Total non-audit fees
43
47
750
703
Fees payable to the Company’s auditor, Deloitte LLP and its associates, for non-audit services to
the Company are not required to be disclosed in subsidiaries’ accounts because the Consolidated
Financial Statements are required to disclose such fees on a consolidated basis.
A description of the work of the Audit and Risk Committee is set out in the Governance section of
the Annual Report which includes explanations of how the audit objectivity and independence is
safeguarded when non-audit services are provided by the Auditor.
7. Directors’ emoluments
Year ended 31 December
2025
£’000
2024
£’000
Remuneration for management services
1,236
1,050
Pension costs
66
64
Share-based payments
884
608
2,186
1,722
The Group’s highest paid Director is disclosed in the Remuneration Report on Page 97.
2025
2024
Retirement benefits are accruing to the following number of Directors
under money purchase schemes
2
2
8. Remuneration of Key Management Personnel
The key management of the Group comprises the Directors of the Group together with senior
members of the management team. Their aggregate compensation is shown below:
Year ended 31 December
2025
£’000
2024
£’000
Salaries, fees and short-term employee benefits
1,670
2,188
Pension costs
89
118
Share-based payments
1,159
946
2,918
3,252
In the prior year, following the acquisition of Peters Surgical, the senior leadership team was
restructured, reducing the senior leadership team from ten to five effective July 2024.
Notes Forming Part of the Consolidated Financial Statements continued
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9. Finance income
Accounting policy:
Finance income relates to interest earned on cash and cash equivalents. Interest income is
accrued on a time-basis, by reference to the principal outstanding and at the effective interest
rate applicable. The movement in long-term acquisition liabilities are measured at fair value.
Changes in the liabilities occur as the liabilities unwind and as the probability of a performance
condition being met changes based on actual and estimated performance subsequent to
acquisition. The movement in the fair value is recognised as the finance income if it is an
income item.
Year ended 31 December
2025
£’000
2024
£’000
Movement in long-term acquisition liability
–
868
Bank interest
211
1,293
211
2,161
The movement in long-term acquisition liabilities expense and credit relate to movements in the
long-term liabilities arising on the acquisition of Sealantis in 2019, AFS in 2022, Connexicon in 2023
and Peters Surgical in 2024 (see Note 19 for further information).
Notes Forming Part of the Consolidated Financial Statements continued
10. Finance costs
Accounting policy:
Finance costs arise from interest on the Group’s credit facilities, lease liabilities and financial
liabilities. They are recognised in the Income Statement as they accrue using the effective
interest method. The movement in long-term acquisition liabilities are measured at fair value.
Changes in the liabilities occur as the liabilities unwind and as the probability of a performance
condition being met changes based on actual and estimated performance subsequent to
acquisition. The movement in the fair value is recognised as the finance expense if it is an
expense item.
Year ended 31 December
2025
£’000
2024
£’000
Amortisation of facility fees
245
155
Finance lease interest
617
463
Interest on borrowings
4,158
2,880
Movement in long-term acquisition liability
42
–
Other interest
28
59
5,090
3,557
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11. Taxation
Accounting policy:
Taxation expense includes the amount of current income tax payable and the charge for the
year in respect of deferred taxation.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net
profit as reported in the Income Statement because it excludes items of income or expense
that are taxable or deductible in other years and it further excludes items that are never taxable
or deductible. The Group’s liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the reporting period.
A provision is recognised for those matters for which the tax determination is uncertain but
it is considered probable that there will be a future outflow of funds to a tax authority. The
provisions are measured at the best estimate of the amount expected to become payable. The
assessment is based on the judgement of tax professionals within the Company supported
by previous experience in respect of such activities and in certain cases based on specialist
independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the
carrying amounts of assets and liabilities in the Financial Statements and the corresponding
tax bases used in the computation of taxable profit, and is accounted for using the liability
method. Deferred tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised up to the extent that future taxable temporary
differences (deferred tax liabilities) exist, or that taxable profits are forecast in that taxpaying
group or jurisdiction. Such assets and liabilities are not recognised if the temporary difference
arises from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In
addition, a deferred tax liability is not recognised if the temporary difference arises from the
initial recognition of goodwill.
Deferred tax is charged or credited to the Income Statement, except when it relates to items
charged or credited directly to equity, in which case it is dealt with within equity.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments
in subsidiaries and associates, and interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable that the temporary difference
will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary
differences associated with such investments and interests are only recognised up to the
extent that it is probable that there will be sufficient taxable profits against which to utilise the
benefits of the temporary differences and they are expected to reverse in the foreseeable future
or up to the extent that future taxable temporary differences (deferred tax liabilities) exist.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all
or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax laws and rates that have been enacted or
substantively enacted at the reporting date.
The measurement of deferred tax liabilities and assets reflects the tax consequences that
would follow from the manner in which the Group expects, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by
the same taxation authority and the Group intends to settle its current tax assets and liabilities
on a net basis.
Current tax and deferred tax for the year
Current and deferred tax are recognised in the Income Statement, except when they relate to
items that are recognised in other comprehensive income or directly in equity, in which case
the current and deferred tax are also recognised in other comprehensive income or directly
in equity respectively. Where current tax or deferred tax arises from the initial accounting
for a business combination, the tax effect is included in the accounting for the business
combination.
Notes Forming Part of the Consolidated Financial Statements continued
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11. Taxation continued
The Group is subject to taxation in several jurisdictions and in some jurisdictions makes estimates of
the taxation charges before completing tax returns at a later date. The Group’s approach to transfer
pricing is to apply OECD guidelines. Estimates are based on tax rates enacted in law and calculations
are prepared with the assistance of professional advisors. Therefore, the taxation charge is not
deemed to be a key source of estimation uncertainty.
a) Analysis of charge for the year
Year ended 31 December
2025
£’000
2024
£’000
Current tax:
Tax on ordinary activities – current year
6,772
5,044
Tax on ordinary activities – prior year
(319)
140
6,453
5,184
Deferred tax:
Tax on ordinary activities – current year
981
(2,351)
Tax on ordinary activities – prior year
254
(152)
1,235
(2,503)
Tax charge for the year
7,688
2,681
b) Tax charge to Other Comprehensive Income
Year ended 31 December
2025
£’000
2024
£’000
Deferred tax charge arising on cash flow hedges
(306)
664
Total tax charge to Other Comprehensive Income for the year
(306)
664
Notes Forming Part of the Consolidated Financial Statements continued
c) Factors affecting tax charge for the year
The Group has chosen to use a weighted average country tax rate rather than the UK tax rate for the
reconciliation of the charge for the year to the profit per the Income Statement. The Group operates in
several jurisdictions, some of which have a tax rate in excess of the UK tax rate. As such, a weighted
average country tax rate is believed to provide the most meaningful information to the users of the
Financial Statements.
The Group has applied the appropriate tax rates per jurisdiction to the deferred tax asset or liability,
measured using the tax rates that are expected to apply when the liability is settled or the asset
realised based on the tax rates that have been enacted or substantively enacted by the balance
sheet date.
The weighted average Group tax rate of 24% (2024: 29%) has reduced due to the full year impact of
Peters Surgical which includes higher profits in Thailand where tax rates are lower than the group
average, lower profits in Germany as a proportion of Group profits where tax rates are higher than the
Group average and the impact of material non-deductible acquisition-related costs in the prior year
which impacted the weighted average Group tax rate.
The tax assessed for the year is higher (2024: lower) than the weighted average Group tax rate as
explained below:
Year ended 31 December
2025
£’000
2024
£’000
Profit before taxation
17,783
9,823
Weighted average Group tax rate of 24% (2024: 29%)
4,272
2,850
Effects of:
Expenses not deductible for tax purposes and other timing differences
435
157
Patent Box Relief
(1,180)
(1,129)
Movement in deferred tax assets previously not recognised
3,141
–
Deferred tax asset not recognised on current year losses
1,462
1,036
Utilisation and recognition of trading losses
(149)
(301)
Share-based payments
(293)
68
Tax charge reported in Consolidated income statement
7,688
2,681
In addition to the amounts charged to the Income Statement and the Statement of Comprehensive
Income, the Group has recognised directly in equity:
•
Excess tax deductions related to share-based payments on exercised options.
•
Changes in excess deferred tax deductions related to share-based payments, totalling
£0.1 million credit (2024: £0.1 million deficit).
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11. Taxation continued
d) Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon.
Share-based
payments
£’000
Advanced capital
allowances
£’000
Acquired Intangible
assets
£’000
Research and
development assets
£’000
Other
£’000
Total
£’000
At 1 January 2024
1,221
(1,182)
(7,105)
(3,289)
(302)
(10,657)
Credit/(charge) to income
332
(55)
1,562
(192)
856
2,503
Credit to equity
74
–
–
–
664
738
Exchange adjustment
–
19
383
–
183
585
Acquisition of subsidiary
–
(983)
(11,075)
–
(335)
(12,393)
At 31 December 2024
1,627
(2,201)
(16,235)
(3,481)
1,066
(19,224)
Credit/(charge) to income
376
(525)
(926)
(289)
129
(1,235)
Charge to equity
10
–
8,350
–
(306)
8,054
Exchange adjustment
–
–
(680)
–
–
(680)
At 31 December 2025
2,013
(2,726)
(9,491)
(3,770)
889
(13,085)
Certain deferred tax assets and liabilities have been offset where there is a legal, enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
2025
£’000
2024
£’000
Deferred tax liabilities
(13,085)
(20,246)
Deferred tax assets
–
1,022
(13,085)
(19,224)
At the Statement of Financial Position date, the Group has approximately £39 million of unused tax losses (2024: £52 million) available for offset against future profits. These have not been recognised in the
Statement of Financial Position as there is not currently sufficient evidence to prove that sufficient taxable profit will be available to utilise these losses. The losses do not have time limits.
At the Statement of Financial Position date, the Group had retained earnings of £65.2 million (2024: £57.1 million) in certain countries which would be subject to withholding tax if a dividend were to be paid.
As the Group does not intend to pay a dividend from these entities in the foreseeable future a deferred tax liability has not been recognised (2024: £nil). In the event of the entire retained earnings being
remitted, a withholding tax expense of £4.6 million (2024: £4.1 million) would be recorded using current withholding tax rates.
Notes Forming Part of the Consolidated Financial Statements continued
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12. Earnings per share
Accounting policy:
Basic earnings per share is calculated by dividing the profit attributable to equity holders by the
weighted average number of Ordinary Shares in issue during the year, excluding shares held by
the Company in the Employees’ Share Trust or as treasury shares.
Diluted earnings per share is calculated by adjusting the basic earnings per share for the effect
of conversion to Ordinary Shares associated with dilutive potential ordinary shares, which
comprise share options and awards granted to employees.
Adjusted earnings per share (or adjusted basic earnings per share) is a trend measure which
presents the long-term profitability of the Group excluding the impact of specific transactions
that management considers affects the Group’s short-term profitability. The Group presents
this measure to assist investors in their understanding of trends. Adjusted attributable profit
is the numerator used for this measure. The Group has identified the following items as those
to be excluded when arriving at adjusted attributable profit: acquisition and disposal-related
items including amortisation and impairment of acquisition intangible assets and significant
restructuring programmes. Adjusted diluted earnings per share is calculated by adjusting the
adjusted basic earnings per share for the effect of conversion to Ordinary Shares associated
with dilutive potential Ordinary Shares, which comprise share options and awards granted
to employees.
Notes Forming Part of the Consolidated Financial Statements continued
The calculation of basic and diluted earnings per share, based on statutory earnings and adjusted
earnings, is based on the following data:
Year ended 31 December
2025
000
Number of
shares
2024
000
Number of
shares
Weighted average number of Ordinary Shares in issue
218,766
217,561
Basic weighted average number of Shares held by EBT
(3,222)
(3,222)
Weighted average number of Ordinary Shares for the purposes
of basic earnings per share
215,544
214,339
Effect of dilutive potential Ordinary Shares: share options,
deferred share bonus and LTIPs
4,465
3,959
Weighted average number of Ordinary Shares for the purposes
of diluted earnings per share
220,009
218,298
£’000
£’000
Profit for the year attributable to equity holders of the parent
9,954
7,094
Amortisation of acquired intangible assets
10,313
7,804
Movement in long-term acquisition liabilities
42
(868)
Exceptional items
5,805
10,924
Unwind of inventory fair value accounting
–
1,726
Tax on adjusted items
(290)
(3,857)
Adjusted profit for the year attributable to equity holders
of the parent before exceptional costs
25,824
22,823
Earnings per share
Pence
Pence
Basic
4.62
3.31
Diluted
4.52
3.25
Adjusted basic
11.98
10.65
Adjusted diluted
11.74
10.45
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13. Intangible assets and goodwill
Accounting policy:
Acquired intangible assets
Acquired intangible assets that are acquired in a business combination consist mainly
of research and device technologies and customer-related intangible assets acquired on
acquisition and are initially recognised at their fair value. Acquired intangible assets are
amortised over their estimated useful economic lives, usually not exceeding 12 years.
In determining the useful economic life, each asset is reviewed separately and consideration
given to the period over which the Group expects to derive economic benefit from the asset.
Development costs
Expenditure on research activities, undertaken with the prospect of gaining new scientific or
technical knowledge, is recognised in the Income Statement as an expense in the period in
which it is incurred.
Expenditure on development activities, where research findings are applied to a plan or design
for the production of new or substantially improved products and processes, is capitalised
once it can be demonstrated that the product or process is clearly identifiable, technically and
commercially feasible, will generate future economic benefits, that the development costs
of the asset can be measured reliably and the Group has sufficient resources to complete
development. Expenditure capitalised is stated as the cost of materials and direct labour less
accumulated amortisation.
Where development expenditure results in new or substantially improved products or
processes and it is probable that recovery will take place, it is capitalised and amortised
on a straight-line basis over the product’s useful life starting from the date on which serial
production commences, which is between three and ten years unless there is commercial
evidence demonstrating that this will not be a materially appropriate allocation, in which case
amortisation is allocated based on a five-year revenue forecast to ensure the expense is
allocated against the benefit arising from the asset. Patents and trademarks are measured
initially at purchase cost and are amortised on a straight-line basis.
Notes Forming Part of the Consolidated Financial Statements continued
Regulatory certification costs
Expenditure on regulatory certification costs, where the certificate allows a product to be
sold into a market for a period of time greater than one year, is capitalised once it can be
demonstrated that the product is clearly identifiable, technically and commercially feasible,
will generate future economic benefits, that the certification costs of the asset can be
measured reliably and the Group has sufficient resources to complete certification. Expenditure
capitalised is stated as the cost of materials less accumulated amortisation. Internal costs
relating to regulatory certification costs are not capitalised unless they can be identified as
directly attributable to the certification process. Capitalised certification costs are amortised
over the term of the certificate which can be up to five years and is deemed to be the useful
economic life. Clinical and regulatory data supporting the certification are amortised over ten
years reflecting the estimated useful economic life.
Software intangibles
Where computer software is not integral to an item of property, plant or equipment its costs are
capitalised as intangible assets when there is sufficient levels of customisation and control of
future economic benefits or where other contractual rights exist. Amortisation is provided on a
straight-line basis over its useful economic life, which is in the range of three to ten years.
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over
the Group’s interest in the fair value of the identifiable assets and liabilities of a subsidiary,
associate or jointly controlled entity at the date of acquisition. Goodwill is initially recognised
as an asset at cost and is subsequently measured at cost less any accumulated impairment
losses. The Group tests goodwill annually for impairment, or more frequently if there are
indications that goodwill might be impaired, on the basis of the recoverable amount for the
relevant cash-generating unit. In assessing recoverable amount, the estimated future cash
flows are discounted to their present value using a discount rate that reflects the current
market assessments of the time. Any impairment is recognised immediately in the Income
Statement and is not subsequently reversed.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being
the excess of the cost of the business combination over the Group’s interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment,
the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and
contingent liabilities exceeds the cost of the business combination, the excess is recognised
immediately in the Income Statement.
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13. Intangible assets and goodwill continued
Impairment of intangible assets excluding goodwill
At each reporting date, the Group reviews the carrying amounts of its intangible 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 to determine
the extent of the impairment loss (if any). Where the asset does not generate cash flows
that are independent from other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs. When a reasonable and consistent basis of
allocation can be identified, corporate assets are also 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.
Intangible assets with an indefinite useful life are tested for impairment at least annually and
whenever there is an indication at the end of a reporting period that the asset may be impaired.
The recoverable amount is the higher of fair value less costs of disposal 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 the Income Statement,
unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease and to the extent that the impairment loss is greater than the
related revaluation surplus, the excess impairment loss is recognised in the Income Statement.
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 the Income
Statement to the extent that it eliminates the impairment loss which has been recognised
for the asset in prior years. Any increase in excess of this amount is treated as a
revaluation increase.
Notes Forming Part of the Consolidated Financial Statements continued
Intangible assets
Acquired intangible assets
Software
intangibles
£’000
Development
and
recertification
costs
£’000
Total
£’000
Customer-
related
£’000
Product-
related
£’000
2025
Cost
At beginning of year
41,344
54,066
6,940
35,208
137,558
Additions
–
–
1,111
4,131
5,242
Disposals
–
–
(299)
–
(299)
Exchange differences
1,620
952
362
925
3,859
At end of year
42,964
55,018
8,114
40,264
146,360
Amortisation
At beginning of year
7,863
18,741
5,111
8,431
40,146
Charged in the year
3,846
6,467
655
2,393
13,361
Disposals
–
–
(299)
–
(299)
Exchange differences
236
(113)
224
74
421
At end of year
11,945
25,095
5,691
10,898
53,629
Net book value
At 31 December 2025
31,019
29,923
2,423
29,366
92,731
At 31 December 2024
33,481
35,325
1,829
26,777
97,412
Customer-related intangible assets consist of customer lists, brands and other marketing-related
intangible assets. Product-related intangible assets primarily consist of patents and technology
based know-how.
Customer and product-related intangible assets arising on acquisition in 2024 relate to technology-
based and customer-related assets arising on the acquisition of Peters Surgical.
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13. Intangible assets and goodwill continued
Intangible assets are amortised on a straight-line basis and the amortisation is recognised within
administration costs with the exception of the RESORBA® brand name. The RESORBA® brand name is
included within customer-related acquired intangible assets, has a carrying value of £9.0 million and
is not being amortised as the Directors believe it has an unlimited useful economic life. In reaching
this assessment, the Directors have considered that the RESORBA® brand has existed for over 80
years and is widely recognised as a market leader in the surgical market.
Acquired Intangible assets
Software
intangibles
£’000
Development
and
recertification
costs
£’000
Total
£’000
Customer-
related
£’000
Product-
related
£’000
2024
Cost
At beginning of year
22,978
29,855
5,898
28,007
86,738
On acquisition
19,244
25,271
593
3,696
48,804
Additions
–
–
572
4,115
4,687
Disposals
–
–
(27)
–
(27)
Exchange differences
(878)
(1,060)
(96)
(610)
(2,644)
At end of year
41,344
54,066
6,940
35,208
137,558
Amortisation
At beginning of year
5,257
13,941
4,656
7,019
30,873
Charged in the year
2,653
5,151
537
1,508
9,849
Disposals
–
–
(27)
–
(27)
Exchange differences
(47)
(351)
(55)
(96)
(549)
At end of year
7,863
18,741
5,111
8,431
40,146
Net book value
At 31 December 2024
33,481
35,325
1,829
26,777
97,412
At 31 December 2023
17,721
15,914
1,242
20,988
55,864
Notes Forming Part of the Consolidated Financial Statements continued
Goodwill
2025
£’000
2024
£’000
Cost
At 1 January
116,884
80,435
Acquisitions
–
39,707
Other movements
(4,191)
(3,258)
At 31 December
112,693
(116,884
Other movements includes movements due to exchange differences.
The Group has two cash-generating units (‘CGU’) whereby goodwill has been allocated (2024: two)
and reports CGUs on the same basis as the Group’s reportable segments (see Note 4).
Following the acquisition of Peters Surgical in the prior year and subsequent commercial restructure,
they have been deemed to be sufficiently integrated into the Surgical CGU.
Goodwill in the Surgical CGU also arose on the acquisition of RESORBA® in 2011, the acquisition of
Sealantis Limited in 2019, the acquisition of Biomatlante SA in 2019, the acquisition of AFS Medical
GmbH in 2022, the acquisition of Connexicon Medical Ltd in 2023, the acquisition of Syntacoll GmbH
in 2024 and the acquisition of Peters Surgical Ltd in 2024.
Goodwill in the Woundcare CGU arose on the acquisition of Advanced Medical Solutions B.V. in 2009
and on the acquisition of Raleigh Adhesive Coatings Limited in 2020.
The goodwill and intangible assets with indefinite useful economic life have been allocated to the
relevant CGU based upon the underlying identification of operations and assets to which the goodwill
and intangible assets relate to.
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13. Intangible assets and goodwill continued
Notes Forming Part of the Consolidated Financial Statements continued
The following table demonstrates the allocation and key assumptions used in management’s
impairment test:
At 31 December 2025
Discount
rate
Medium-term
growth rate
Terminal
value growth
rate
Goodwill
£’000
Intangible
assets with
indefinite
useful life
£’000
Carrying
value
£’000
Surgical CGU
13.0%
5.0%
2.0%
96,593
9,024
105,617
Woundcare CGU
12.8%
2.0%
2.0%
16,100
–
16,100
Consolidated
112,693
9,024
121,717
At 31 December 2024
Discount
rate
Medium-term
growth rate
Terminal
value growth
rate
Goodwill
£’000
Intangible
assets with
indefinite
useful life
£’000
Carrying
value
£’000
Surgical CGU
13.0%
2.0%
2.0%
100,930
8,577
109,507
Woundcare CGU
12.5%
2.0%
2.0%
15,954
–
15,954
Consolidated
116,884
8,577
125,461
The recoverable amounts have been determined based on a value-in-use calculation on a CGU basis,
which uses cash flow projections based on financial budgets approved by the Directors covering a
12-month period. These budgets have been adjusted for specific risk factors that take into account
sensitivities of the projection. The base 12-month projection is extrapolated using reasonable growth
rates based on a combination of past experience and market growth data, specific to each CGU, up
to year five of 5% for Surgical and 2% for Woundcare. A terminal value calculation is then prepared to
complete the value-in-use calculation using the long-term growth rate and applying the discount rate
to the cash flows which is derived from the Group’s current pre-tax weighted average cost of capital
adjusted for the risk of each CGU, being an estimation of current market risks and the time value
of money.
The Group has conducted a sensitivity analysis on the impairment tests of both CGU’s. An increase
of 3% in the discount rate would not result in an impairment in the Woundcare or Surgical CGU.
A decline in revenue of 5% would also not result in an impairment in either CGU. The changes required
to generate an impairment charge are not considered to be reasonably possible.
Impairment of property, plant and equipment
At each reporting date, the Group reviews the carrying amounts of its property, plant and
equipment 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
to determine the extent of the impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs. When a reasonable and consistent basis
of allocation can be identified, corporate assets are also 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 of disposal 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 the Income Statement,
unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease and to the extent that the impairment loss is greater than the
related revaluation surplus, the excess impairment loss is recognised in the Income Statement.
131
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14. Property, plant and equipment and right-of-use assets
Accounting policy:
Land and buildings and plant and equipment held for use in the production of goods and
services or for administrative purposes are carried in the Statement of Financial Position
at cost less any subsequent accumulated depreciation and subsequent accumulated
impairment losses.
The Group elected to use the fair value as the deemed cost in respect of land and buildings
at the date of transition to IFRS. Fair value was calculated by reference to their existing use at
the date of transition.
Depreciation is provided to write off the cost, less estimated residual values, of all property,
plant and equipment, over the expected useful life of the asset from the date that the asset is
brought into use. It is calculated at the following rates:
•
Freehold land
– Not depreciated
•
Freehold property and improvements
– 25 years
•
Leasehold improvements and right-of-use assets
– Shorter of useful economic life
and unexpired period of the
lease
•
Plant and machinery
– 3 to 15 years
•
Fixtures and fittings
– 3 to 5 years
•
Motor vehicles
– 4 to 5 years
Property, plant and equipment in the course of construction for production are carried at cost,
less any recognised impairment loss. Depreciation of these assets, on the same basis as
other property, plant and equipment assets, commences when the assets are ready for their
intended use.
For all assets, the lessee recognises a right-of-use asset and a corresponding liability at the
date at which the leased asset is available to use. Assets and liabilities arising from a lease
are initially measured on a present value basis using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the incremental borrowing rate. Lease payments
are allocated between the liability and finance expense. The finance expense is charged to
profit and loss over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period. The right-of-use asset is depreciated
over the shorter of the asset’s useful life and the lease term on a straight-line basis. Payments
associated with leases with a lease term of 12 months or less and leases of low-value assets
are recognised as an expense in the Income Statement on a straight-line basis.
Freehold land,
property and
improvements
£’000
Right-of-use
assets
£’000
Plant and
machinery
£’000
Fixtures
and
fittings
£’000
Motor
vehicles
£’000
Total
£’000
2025
Cost
At beginning of year
15,142
22,357
46,711
1,719
353
86,282
On acquisition
–
–
26
–
–
26
Additions
2,312
3,044
4,531
387
128
10,402
Disposals
(115)
(1,398)
(755)
(1,053)
–
(3,321)
Exchange adjustment
579
533
664
263
5
2,044
At end of year
17,918
24,536
51,177
1,316
486
95,433
Depreciation
At beginning of year
2,364
9,119
27,464
1,266
198
40,411
Provided for the year
633
3,967
2,894
523
19
8,036
Disposals
(117)
(933)
(730)
(1,022)
–
(2,802)
Exchange adjustment
324
183
337
190
4
1,038
At end of year
3,204
12,336
29,965
957
221
46,683
Net book value
At 31 December 2025
14,714
12,200
21,212
359
265
48,750
At 31 December 2024
12,778
13,238
19,247
453
155
45,871
At 31 December 2025, freehold land has a carrying value of £2.1 million (2024: £2.0 million).
At 31 December 2025, the Group had entered into contractual commitments for the acquisition of
property, plant and equipment amounting to £5.8 million (2024: £0.7 million).
At 31 December 2025, the Group had £10.8 million (2024: £9.3 million) of property right-of-use assets
and £1.6 million (2024: £1.8 million) of motor vehicle right-of-use assets. The remaining right-of-use
assets primarily related to plant and machinery.
For the year-ended 31 December 2025, the Group incurred £2.7 million (2024: £3.0 million) of
depreciation relating to property right-of-use assets and £0.7 million (2024: £1.0 million) of motor
vehicle right-of-use assets. The remaining depreciation on right-of-use assets primarily related to
plant and machinery.
Notes Forming Part of the Consolidated Financial Statements continued
132
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Overview
Financial Statements
Strategic Report
14. Property, plant and equipment and right-of-use assets continued
Freehold land,
property and
improvements
£’000
Right-of-use
assets
£’000
Plant and
machinery
£’000
Fixtures
and
fittings
£’000
Motor
vehicles
£’000
Total
£’000
2024
Cost
At beginning of year
7,516
15,409
39,472
1,504
372
64,273
On acquisition
7,452
3,634
4,146
50
–
15,282
Additions
305
4,071
3,609
205
–
8,190
Disposals
–
(336)
(243)
(7)
–
(586)
Exchange adjustment
(131)
(421)
(273)
(33)
(19)
(877)
At end of year
15,142
22,357
46,711
1,719
353
86,282
Depreciation
At beginning of year
1,857
6,782
24,718
1,112
203
34,672
Provided for the year
525
2,776
2,967
185
–
6,453
Disposals
–
(336)
(220)
(7)
–
(563)
Exchange adjustment
(18)
(103)
(1)
(24)
(5)
(151)
At end of year
2,364
9,119
27,464
1,266
198
40,411
Net book value
At 31 December 2024
12,778
13,238
19,247
453
155
45,871
At 31 December 2023
5,659
8,627
14,754
392
169
29,601
Notes Forming Part of the Consolidated Financial Statements continued
15. Inventories
Accounting policy:
Inventory is valued at the lower of cost or net realisable value. Cost comprises direct materials
and, where applicable, direct labour costs that have been incurred in bringing the inventories to
their present location and condition, and an attributable proportion of manufacturing overheads
based on normal levels of activity.
Net realisable value is based on estimated selling price less further costs to completion
and disposal.
The Group makes provision for inventory deemed to be irrecoverable or where the net realisable
value is lower than cost. This provision is established on a stock keeping unit (‘SKU’) basis by
reference to the age of the stock, the forward order book, management’s experience and its
assessment of the present value of estimated future cash flow.
At 31 December
2025
£’000
2024
£’000
Raw materials
25,674
19,688
Work in progress
11,306
9,617
Finished goods
33,067
25,954
70,047
55,259
There is no material difference between the replacement cost of stock and the amount at which it is
stated in the Financial Statements.
Included above are finished goods of £nil (2024: £nil) carried at net realisable value.
At 31 December
2025
£’000
2024
£’000
Total gross inventories
75,378
62,719
Inventory provision
(5,331)
(7,460)
Net inventory
70,047
55,259
The Group performs a detailed assessment of all inventory and provisions are made for items
identified as obsolete or slow-moving.
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16. Trade and other receivables
Accounting policy:
Financial assets included in Trade and other receivables are recognised initially at fair value.
The Group holds the Trade receivables with the objective to collect the contractual cash flows
and therefore measures them subsequently at amortised cost using the effective interest
method, less any impairment, based on expected credit losses. Trade and other receivables are
written off when there is no reasonable expectation of recovery. Indicators that there may be
no reasonable expectation of recovery include ageing of the debt past 180 days, unwillingness
to engage in correspondence and changes in credit quality from the date credit was initially
granted up to the reporting date. No interest is charged on receivables within the contracted
credit period. Thereafter, interest may be charged on the outstanding balance.
Trade receivables that are subject to debt factoring arrangements are derecognised if they
meet the conditions for derecognition detailed in IFRS 9 ‘Financial Instruments’.
At 31 December
2025
£’000
2024
£’000
Current assets
Trade receivables
38,456
45,906
Other receivables
5,566
4,427
Prepayments
3,632
2,118
47,654
52,451
Non-current assets
Prepayments
583
70
Other receivables
636
959
1,219
1,029
2025
£’000
2024
£’000
Amount receivable for the sale of goods
39,319
46,351
Loss allowance
(863)
(445)
Net trade receivables
38,456
45,906
The Group’s principal financial assets are cash and trade receivables. Before accepting any
new customer, the Group assesses the potential customer’s credit quality and defines credit
limits by customer. Limits are reviewed on an ongoing basis and reflect current payment history.
The concentration of credit risk is limited due to the Group’s large and unrelated customer base.
Accordingly, the Directors believe that there is no further credit provision required in excess of the
loss allowance.
The Group believes that the unimpaired amounts that are past due are still collectible in full, based
on historic payment behaviour and extensive analysis of customer credit risk. A large proportion of
debts overdue over 30 days were recovered post the Statement of Financial Position date. The Group
does not hold any collateral or other credit enhancements over these balances. No expected credit
loss provision is believed to be required for other receivables. Accrued income is not significant and
no expected credit loss is believed to be required. The carrying amount and ageing of these debtors
is summarised below:
Other receivables principally relates to lease deposits and deposits as part of the French social
security scheme.
Ageing of overdue trade receivables but not impaired receivables
2025
£’000
2024
£’000
31 to 60 days overdue
1,727
1,599
61 to 90 days overdue
566
183
> 90 days overdue
2,405
2,174
Total
4,698
3,956
Movement in loss allowance for trade receivables
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Balance at the beginning of the year
445
360
On acquisition
–
211
Impairment losses recognised
600
156
Amounts written off as uncollectible
(13)
(225)
Amounts recovered during the year
(169)
(57)
Balance at the end of the year
863
445
Notes Forming Part of the Consolidated Financial Statements continued
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16. Trade and other receivables continued
Analysis of customers
In the year ended 31 December 2025, no customer accounted for more than 10% of the Group’s
revenue (2024: no customer with more then 10% revenue).
17. Cash and borrowings
Accounting policy:
Cash and cash equivalents comprise cash and short-term bank deposits. Short-term deposits
are classed as cash and cash equivalents when they are satisfied by a pre-determined amount
of cash on a known maturity date of 90 days or less or when they can be readily converted
into cash within 24 hours. The carrying amount of these assets is approximately equal to their
fair value.
Bank borrowings and other loans are initially measured at fair value (with direct transaction
costs being amortised over the life of the loan) and are subsequently measured at amortised
cost using the effective interest method at each reporting date. Changes in carrying value are
recognised in the Consolidated Statement of Comprehensive Income.
Net (Debt)/Cash
2025
£’000
2024
£’000
Cash held at banks
18,015
17,039
Facility A borrowings held at amortised cost
(54,757)
(59,548)
Facility B borrowings held at amortised cost
(5,973)
(11,902)
Other Debt
(6,982)
(1,372)
Accrued interest
(759)
(27)
Net (Debt)/Cash
(50,456)
(55,810)
Notes Forming Part of the Consolidated Financial Statements continued
The 2024 acquisition of Peters Surgical resulted in the Group obtaining a new debt facility which
included a £60 million term loan facility (‘Facility A’) and £30 million revolving credit facility
(‘Facility B’). £55.0 million is outstanding on Facility A as at 31 December 2025 following a £5.0
million repayment in July 2025. £6.0 million is outstanding on Facility B with £24.0 million available
if required.
Both the term loan and the revolving credit facility mature in April 2028. Interest on drawn funds will
be charged at the SONIA interest rate plus a bank margin of 1.50%.
Facility A requires a further £5 million repayment on the 1 July 2026 anniversary date and £5 million
each anniversary date thereafter.
Factoring arrangements allow the Group to obtain advanced payment secured against customer
payments. The ultimate credit risk of the sales is not transferred to the funding provider and therefore
these advanced funds are treated as borrowings instead of a reduction in trade receivables.
Other debt consists of bank borrowings and overdraft facilities at certain legal entities.
Movement in borrowings
2025
£’000
2024
£’000
Movement in Facility A
(4,791)
59,494
Movement in Facility B
(5,929)
11,858
Other borrowings received/(repaid)
5,610
(3,434)
Movement in accrued interest
(732)
(27)
Other movements
266
–
Advance repayment of Peters Surgical loan balances
–
(50,630)
Total movement in borrowings
(5,576)
17,261
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Strategic Report
18. Trade and other payables
Accounting policy:
Financial liabilities included in trade and other payables are recognised initially at fair value.
Subsequent to initial recognition they are measured at amortised cost using the effective
interest method with the exception of contingent consideration arising on acquisitions which
continue to be measured at fair value.
2025
£’000
2024
£’000
Current liabilities
Trade payables
13,264
13,855
Other payables
7,250
10,993
Lease liabilities
3,332
3,087
Accruals and deferred income
10,437
8,934
34,283
36,869
Non-current liabilities
Other payables
4,814
3,873
Lease liabilities
9,720
10,628
14,534
14,501
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs.
Other payables principally comprise contingent consideration, amounts due in respect of payroll
taxes, pension costs and indirect taxes yet to be remitted. See note 19 for additional information
relating to contingent consideration.
Accruals principally comprise amounts outstanding for trade purchases and ongoing costs but not
yet invoiced. Deferred income is not significant.
No interest is charged on trade payables that are within pre-agreed credit terms. Thereafter, interest
may be charged on the outstanding balances at various interest rates. The Group has financial
risk management procedures in place to ensure that all payables are paid within the pre-agreed
credit terms.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Notes Forming Part of the Consolidated Financial Statements continued
19. Financial instruments
Accounting policy:
Classification of financial instruments
Financial instruments are classified as financial assets, financial liabilities or
equity instruments.
Financial instruments issued by the Group are treated as equity only to the extent that they
meet the following two conditions:
•
They include no contractual obligations upon the Group to deliver cash or other financial
assets that are potentially unfavourable to the Group; and
•
Where the instrument will or may be settled in the Group’s own equity instruments, it
is either a non-derivative that includes no obligation to deliver a variable number of
the Group’s own equity instruments or is a derivative that will be settled by the Group
exchanging a fixed amount of cash or other financial assets for a fixed number of its own
equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a
financial liability.
Financial instruments are classified as Level 1, Level 2 or Level 3 in the fair value hierarchy in
accordance with IFRS 13, Fair Value Measurements. Fair value measurements are based upon
the degree to which the fair value movements are observable and are summarised as follows:
Level 1: Fair value measurements are defined as those with quoted (unadjusted) market prices
in active markets for identical assets or liabilities.
Level 2: Fair value measurements are defined as those derived from inputs other than quoted
prices that are observable for the asset or liability, either directly (prices from third parties) or
indirectly (derived from third-party prices).
Level 3: Fair value measurements are defined as those derived from significant
unobservable inputs.
Derivative financial instruments are classified as Level 2 whilst contingent consideration arising
on business combinations are classified as Level 3.
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19. Financial instruments continued
Recognition and valuation of financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and cash deposits and amounts
under short-term guarantees, usually three months or less, that are held for the purpose of
meeting short-term cash commitments and are subject to insignificant risk in change in value
and which are readily convertible to a known amount of cash. Cash held in accounts with more
than 90 days’ notice that are not required to meet short-term cash commitments are shown as
an investment.
Trade and other receivables
Trade and other receivables are stated initially at fair value and subsequent to initial recognition
they are measured at amortised cost including a provision for expected credit losses. The
Group measures the provision at an amount equal to lifetime expected credit losses, estimated
by reference to past experience and relevant forward-looking factors. The Group writes off a
receivable when there is objective evidence that the debtor is in significant financial difficulty
and there is no realistic prospect of recovery, for example, when a debtor enters bankruptcy or
financial reorganisation.
The Group recognises a loss allowance for expected credit losses on investments in debt
instruments that are measured at amortised cost or at fair value through other comprehensive
income. The amount of expected credit losses is updated at each reporting date to reflect
changes in credit risk since initial recognition of the respective financial instrument.
An allowance for expected credit losses is recognised for expected lifetime credit losses that
result from the failure or inability of customers to make required payments. It is not necessary
for a credit event to have occurred before credit losses are recognised. Instead, the Group
accounts for expected lifetime credit losses and changes in those expected lifetime credit
losses. In determining the allowance, consideration includes the probability of recoverability
based on past experience, general economic factors and adjustments for specific customers
whose specific circumstances indicate a higher or lower risk of default. The amount of
expected credit losses, if any, are required to be updated at each reporting date.
De-recognition of financial assets:
The Group de-recognises a financial asset only when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and
rewards of ownership of the asset to another entity. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and an associated liability for
amounts it may have to pay. If the Group retains substantially all the risks and rewards of
ownership of a transferred financial asset, the Group continues to recognise the financial asset
and also recognises a collateralised borrowing for the proceeds received.
On de-recognition of a financial asset measured at amortised cost, the difference between
the asset’s carrying amount and the sum of the consideration received and receivable is
recognised in the Income Statement. In addition, on de-recognition of an investment in a
debt instrument classified as FVTOCI, the cumulative gain or loss previously accumulated in
the investment’s revaluation reserve is reclassified to the Income Statement. In contrast, on
de-recognition of an investment in an equity instrument which the Group has elected on initial
recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the
investment’s revaluation reserve is not reclassified to the Income Statement, but is transferred
to retained earnings.
Recognition and valuation of equity instruments
Equity instruments are stated at par value. Any premium on issue is taken to the share
premium account.
Recognition and valuation of financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements
entered into.
Trade payables
Trade payables are initially recognised at fair value and are subsequently recognised at
amortised cost using the effective interest method.
Other loans
Other loans are initially recognised at fair value and are subsequently recognised at amortised
cost using the effective interest method at amortised cost using the effective interest method.
Notes Forming Part of the Consolidated Financial Statements continued
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19. Financial instruments continued
Financial liabilities at Fair Value Through Profit or Loss (‘FVTPL’)
A derivative that is not designated and effective as a hedging instrument is classified as held
for trading. Financial liabilities are classified as FVTPL where the financial liabilities are held
for trading.
Financial liabilities at FVTPL are stated at fair value, with any resultant gain or loss recognised
in the Income Statement.
Derivative financial instruments
The Group enters into foreign exchange forward contracts to manage its exposure to foreign
exchange rate risk.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into
and are subsequently remeasured to their fair value at each Statement of Financial Position
date. The resulting gain or loss is recognised in the Income Statement (administrative costs)
immediately unless the derivative is designated and effective as a hedging instrument, in
which event the timing of the recognition in the Income Statement depends on the nature of
the hedge relationship. The Group currently designates certain derivatives as hedges of highly
probable forecast transactions or hedges of foreign currency risk of firm commitments (cash
flow hedges). A derivative with a positive fair value is recognised as a financial asset whereas a
derivative with a negative fair value is recognised as a financial liability.
Derivatives with remaining maturity of less than 12 months are presented as current assets or
current liabilities.
The Group designates certain hedging instruments, which include derivatives in respect of
foreign currency risk, as cash flow hedges. Hedges of foreign exchange risk on highly probable
forecast transactions are accounted for as cash flow hedges. At the inception of the hedge
relationship, the entity documents the relationship between the hedging instrument and the
hedged item, along with its risk management objectives and its strategy for undertaking various
hedge transactions. The Group assesses whether an economic relationship exists by ensuring
that the key terms of the hedging instrument, including notional amounts, timing and underlying
currency exposures, are aligned with those of the hedged item.
The effective portion of changes in the fair value of derivatives and other qualifying hedging
instruments that are designated and qualify as cash flow hedges is recognised in other
comprehensive income and accumulated under the heading of cash flow hedging reserve,
limited to the cumulative change in fair value of the hedged item from inception of the hedge.
Notes Forming Part of the Consolidated Financial Statements continued
Hedge ineffectiveness occurs when there is estimated to be an insufficient net cash inflow to
satisfy the requirements of the hedging instruments. The gain or loss relating to the ineffective
portion is recognised immediately in the Income Statement.
Amounts previously recognised in other comprehensive income and accumulated in equity are
reclassified to the Income Statement in the periods when the hedged item affects the Income
Statement, in the same line as the recognised hedged item. Furthermore, if the Group expects
that some or all of the loss accumulated in the cash flow hedging reserve will not be recovered
in the future, that amount is immediately reclassified to the Income Statement.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof)
ceases to meet the qualifying criteria (after rebalancing, if applicable). This includes instances
when the hedging instrument expires or is sold, terminated or exercised. The discontinuation is
accounted for prospectively. Any gain or loss recognised in other comprehensive income and
accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified
to the Income Statement when the forecast transaction occurs. When a forecast transaction
is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is
reclassified immediately to the Income Statement.
The Group’s risk management strategies and hedge documentation are aligned with the
requirements of IFRS 9.
Contingent consideration
Contingent consideration arising from a business combination is recognised at fair value on
acquisition and include R&D, regulatory, financial and commercial milestones. It is subsequently
measured at fair value using decision-tree analysis with key inputs including probability of
success, potential for delays and financial projections based on the Group’s internal forecasts.
Contingent consideration liabilities are classified as financial liabilities measured at fair value.
Changes in fair value are recognised in the Consolidated Income Statement.
Right to offset
Financial assets and liabilities are offset and the net amount presented in the Consolidated
Statement of Financial Position when the Group has a legal right to offset the amounts
and intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.
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Notes Forming Part of the Consolidated Financial Statements continued
(a) Maturity of financial liabilities
The maturity profile of the Group’s financial liabilities, of which finance lease liabilities are at fixed
rates and denominated in Sterling whilst derivative financial instruments are non-interest bearing,
is as follows:
At 31 December 2025
On demand
or within
one year
£’000
Between
one and
two years
£’000
Between
two and
five years
£’000
Five
years
or more
£’000
Total
financial
liabilities
£’000
Trade and other payables
30,951
1,305
1,732
1,777
35,765
Borrowings
11,370
5,733
51,368
–
68,471
Lease liabilities
3,332
2,735
5,235
1,750
13,052
Financial derivatives
–
–
–
–
–
At 31 December 2025
45,653
9,773
58,335
3,527
117,288
At 31 December 2024
On demand
or within
one year
£’000
Between
one and
two years
£’000
Between
two and
five years
£’000
Five
years
or more
£’000
Total
financial
liabilities
£’000
Trade and other payables
33,782
952
1,503
1,418
37,655
Borrowings
5,421
4,956
62,472
–
72,849
Lease liabilities
3,087
2,854
5,092
2,682
13,715
Financial derivatives
261
474
–
–
735
At 31 December 2024
42,551
9,236
69,067
4,100
124,954
The Group enters lease arrangements to acquire right-of-use assets, predominately relating to
premises from which the Group operates, vehicles and office equipment. Material leases include the
lease of the Group’s headquarters, factory and distribution centre in Winsford, UK, a factory in Etten-
Leur, the Netherlands, a factory in Saal an der Donau, Germany, and an office in Paris following the
acquisition of Peters Surgical in the year.
The Winsford leases were entered into in 2017 and expire in 2032. They have a total lease liability net
present value of £5.3 million (2024: £5.2 million) and attract increases at five-year intervals linked to
market rate. The incremental borrowing rate is 4%.
19. Financial instruments continued
Categories of financial instruments
Financial instruments held by the Group are summarised in the table below and are held at amortised
cost with the exception of derivative financial instruments and financial liabilities measured at
fair value.
Carrying value
2025
£’000
2024
£’000
Financial assets
Trade receivables
38,456
45,906
Other receivables
6,202
5,386
Cash and cash equivalents
18,015
17,039
Derivative instruments in designated hedge
accounting relationships
1,225
296
Financial liabilities
Derivative instruments in designated hedge
accounting relationships
–
735
Financial liabilities measured at amortised cost
98,409
106,559
Financial liabilities measured at fair value
2,913
3,945
Lease liabilities
13,052
13,715
The Risk Management section on Pages 32 to 38 provides an explanation of the financial risks faced
by the Group and the objectives and policies for managing those risks including hedging practices
adopted. The information below deals with the financial assets and liabilities.
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future sales, whether increase or decrease, would result in a corresponding £0.1 million increase or
decrease to the contingent consideration.
Contingent consideration arose on the acquisition of AFS, payable €0.5 million per year subject to
EBITDA delivery in financial years 2022–2024. The final €0.5 million EBITDA milestone was met in
FY2024 and paid in the year ending 31 December 2025.
Following the acquisition of Connexicon in January 2023, one contingent consideration remains: a
commercial milestone linked to additional growth on a linear basis up to a maximum of €4 million.
The estimated fair value at 31 December 2025 is £1.8 million (2024: £1.4 million).
Contingent consideration on the acquisition of Peters Surgical included conditions payable on
achievement of FY24 gross margin targets, US regulatory approval milestones and satisfying certain
inventory and tax conditions. £0.8 million was settled in the year following partial achievement of
the gross margin and inventory conditions. The US regulatory approvals or tax conditions were not
achieved within the required time resulting in £nil fair value being required at 31 December 2025.
(c) Interest rate
Interest on drawn funds will be charged at the SONIA interest rate plus a current bank margin
of 1.50%. An increase of 100 basis points to the SONIA interest rate will add approximately
£0.6 million of additional interest costs assuming borrowings levels remain unchanged from those
at 31 December 2025 and all other variables are unchanged. 100 basis points reflects management’s
view of changes which are reasonably possible over a one-year period.
(d) Currency exposures
The currency profile of the financial assets of the Group is as follows:
Cash and cash equivalents
2025
£’000
2024
£’000
Currency
Sterling
2,236
5,612
US Dollar
4,088
2,002
Euro
10,408
8,201
Other
1,283
1,224
At 31 December
18,015
17,039
Notes Forming Part of the Consolidated Financial Statements continued
19. Financial instruments continued
The Etten-Leur lease was entered into in 2020 and expires in 2033 and has a lease liability net present
value of £1.4 million (2024: £1.5 million). Rent increases are indexed-linked on an annual basis.
The incremental borrowing rate is 0.62%.
The Saal an der Donau lease has a lease liability net present value of £1.4 million (2024: £1.7 million).
The incremental borrowing rate is 4.19%.
The Paris office lease expires in 2027 and has a lease liability net present value of £0.9 million
(2024: £0.7 million) and has an incremental borrowing rate of 2.7%.
(b) Contingent consideration
Financial liabilities measured at fair value consists of contingent consideration which has arisen on
acquisitions. This is reconciled as follows:
2025
£’000
2024
£’000
Balance at the beginning of the year
3,945
9,661
Additions through business combinations
–
951
Settlements
(1,073)
(5,529)
Revaluations
(176)
(1,349)
Discount unwind
214
439
Currency revaluations
3
(228)
Balance at the end of the year
2,913
3,945
Management has identified that reasonably possible changes in certain key assumptions, including
the likelihood of achieving regulatory approval, the projected revenue of relevant products, gross
margin of relevant acquired entities and utilisation of tax losses, may cause the calculated fair
value of the above contingent consideration to vary materially in future years and is a key source of
estimation uncertainty.
Within financial liabilities measured at fair value are liabilities which arose on the acquisition of
Sealantis in 2019 and relate to contingent consideration as well as amounts due to the Israeli
Innovation Authority (‘IIA’).
Amounts due to the Israel Innovation Authority are linked to grants received by Sealantis prior to its
acquisition and are payable based on a percentage of the net present value of future sales projections
with a 9.8% (2024: 8.0%) discount rate applied and subject to at least 10% of manufacturing being
retained in Israel. The Group expects to continue to perform at least 10% of manufacturing in Israel
of the relevant products. The liability does not expire until the liability is settled and at 31 December
2025 had an estimated fair value of £1.3 million (2024: £1.3 million). A 10% change in projected
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The following table details the forward foreign currency contracts outstanding as at the year-end:
Outstanding contracts
Average contract rate
Foreign currency
Fair value
2025
USD:£1
2024
USD:£1
2025
USD ‘000
2024
USD ‘000
2025
£’000
2024
£’000
Cash flow hedges
Sell US Dollars
Less than 3 months
1.30
1.28
10,000
9,500
265
(143)
3 to 6 months
1.29
1.23
9,000
8,500
245
131
6 to 12 months
1.28
1.25
21,000
18,000
703
47
Over 12 months
1.34
1.30
16,000
18,000
12
(474)
56,000
54,000
1,225
(439)
The fair value amounts (classified under Level 2 of the fair value hierarchy) presented above are the
difference between the market value of equivalent instruments at the Statement of Financial Position
date and the contract value of the instruments. No profits or losses are included in operating profit in
the year (2024: £nil) in respect of FVTPL contracts.
The following table presents the impact of hedging in other comprehensive income:
Impact of hedging in other comprehensive income
2025
£’000
2024
£’000
At beginning of year
(440)
2,000
Cash flow hedges reclassified to the Consolidated
Income Statement
(1,324)
(2,361)
Movement in cash flow hedges recognised in Other
Comprehensive Income
2,988
(743)
Movement in deferred tax arising on cash flow hedges
(306)
664
At end of year
918
(440)
Notes Forming Part of the Consolidated Financial Statements continued
19. Financial instruments continued
Trade and other receivables
The Directors consider that the carrying amount of trade and other receivables approximates to their
fair value.
Trade and other receivables are in the following currencies:
2025
£’000
2024
£’000
Sterling
12,258
13,025
US Dollar
10,753
15,184
Euro
20,085
21,250
Other
5,777
4,021
48,873
53,480
The financial assets all mature within one year. Credit risk is discussed in Note 17.
The Group hedges significant currency transaction exposure by using forward contracts, and aims
to hedge approximately 80% of its estimated transactional exposure for the next 18 months.
Risk sensitivity
The Group estimates that a 10% movement in the £:US$ or £:€ exchange rate will impact Sterling
revenues by approximately 2.5% and 4.4% respectively and, in the absence of any hedging, this would
have an impact on the Group operating margin of 1.7% and 0.7% percentage points respectively.
10% has been used for the sensitivity analysis reflects management’s view of changes which are
reasonably possible over a one-year period.
Forward foreign exchange contracts
It is the policy of the Group to enter into forward foreign exchange contracts to cover specific foreign
currency payments and receipts which primarily relate to US dollar denominated revenues and costs.
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21. Equity
Share capital
Number of Ordinary Shares of 5p each
Allotted, called up and
fully paid ‘000
At 1 January 2024
217,329
Share capital allotted for share schemes
535
At 31 December 2024
217,864
Share capital allotted for share schemes
1,693
At 31 December 2025
219,557
Accounting policy:
Equity includes share capital, share premium, other reserves, translation reserve, retained
earnings reserve and non-controlling interest. There are no externally imposed capital
requirements on the Group.
Working capital is managed in order to generate maximum conversion of profits into cash and
cash equivalents thereby maintaining capital. Flexible borrowing facilities are maintained to
provide the Group with access to capital as required. A schedule of net debt is provided in Note 18.
The Group returns cash to shareholders by means of dividends whilst ensuring the Group has
the cash available to develop the products and services provided by the Group in order and
pursue growth opportunities and provide an adequate return to shareholders.
The Group has de facto control of the assets, liabilities and shares of the Trust and bear their
benefits and risks. The Group records assets and liabilities of the Trust as its own.
In compliance with IAS 32 ‘Financial Instruments: Presentation Group’, shares held by the EBT
are included in the Consolidated Statement of Financial Position are recorded at cost and as a
reduction in equity. Gains and losses on Group shares are recognised directly in reserves.
The Group established a second EBT (The Advanced Medical Solutions Group PLC Employee
Benefit Trust) in July 2023 to enable shares to be bought in the market to satisfy the demand
from share awards under the Group’s employee share plans. The EBT is a separately
administered trust and is funded by loans from Group companies. The assets of the Trust
comprise shares in the Group and cash balances. The Group recognises the assets and
liabilities of the Trust in the Consolidated Financial Statements and shares held by the Trust are
recorded at cost as treasury shares as a deduction from shareholders’ equity. Consideration
received for the sale of shares held by the Trust is recognised in equity, with any difference
between the proceeds from the sale and the original cost being taken to retained earnings.
Notes Forming Part of the Consolidated Financial Statements continued
20. Foreign exchange rates
The Group uses the average of exchange rates prevailing during the period to translate the results
and cash flows of overseas subsidiaries into Sterling and period-end rates to translate the net assets
of those entities. The currencies which most influence these translations and the relevant exchange
rates were:
Average rate
Closing rate
Percentage change
2025
2024
2025
2024
Average
%
Closing
%
Currency
US Dollar
1.31
1.28
1.35
1.25
2
8
Euro
1.17
1.18
1.15
1.21
(1)
(5)
Accounting policy:
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the
date of the transaction. Monetary assets and liabilities denominated in foreign currencies at
the Statement of Financial Position date are translated at the foreign exchange rate ruling at
that date. Foreign exchange differences arising on translation are recognised in the Income
Statement. Non-monetary assets and liabilities that are measured in terms of historical cost in
a foreign currency are translated using the exchange rate at the date of the transaction. Non-
monetary assets and liabilities denominated in foreign currencies that are stated at fair value
are translated at foreign exchange rates ruling at the date the fair value was determined.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments
arising on consolidation, are translated at foreign exchange rates ruling at the Statement of
Financial Position date. The revenue and expenses of foreign operations are translated at an
average rate for the period unless exchange rates fluctuate significantly. Exchange differences
arising on consolidation are recognised in equity within the Group’s translation reserve.
Such translation differences are recognised as income or expense in the period in which the
operation is disposed of.
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Hedging reserve
The hedging reserve represents the cumulative amount of gains and losses on hedging instruments
deemed effective in cash flow hedges. The cumulative deferred gain or loss on the hedging
instruments are recognised in the Income Statement only when the hedged transaction impacts the
Income Statement or is included as a basis adjustment to the non-financial hedged item, consistent
with the applicable accounting policy.
Translation reserve
Exchange differences relating to the translation of the net assets of the Group’s foreign operations,
which relate to subsidiaries only, from their functional currency into the parent’s functional currency,
being Sterling, are recognised directly in other comprehensive income and the translation reserve.
Non-controlling interest
The Group holds a controlling interest in Sutural, an Algeria-based manufacturer and distributor of
sutures which arose as a result of the acquisition of Peters Surgical in 2024.
During the year the Group entered into an agreement to take a controlling interest in PS Peters
Surgical Indonesia, an Indonesia-based manufacturer and distributor of sutures.
Dividends
Amounts recognised as distributions to equity holders in the period:
Year ended 31 December
2025
£’000
2024
£’000
Final dividend for the year ended 31 December 2024
of 1.83p (2023: 1.66p) per Ordinary Share
3,954
3,556
Interim dividend for the year ended 31 December 2025
of 0.85p (2024: 0.77p) per Ordinary Share
1,837
1,645
5,791
5,201
Proposed final dividend for the year ended 31 December
2025 of 2.01p (2024: 1.83p) per Ordinary Share
4,348
3,954
The proposed final dividend is subject to approval by the shareholders and has not been included as a
liability in these Financial Statements.
Notes Forming Part of the Consolidated Financial Statements continued
21. Equity continued
The rights to ordinary shares are uniform in all respects and they form a single class for all purposes,
including with respect to voting and dividends. At the Statement of Financial Position date, 4.0 million
(2024: 3.8 million) shares are retained by the Trusts to meet a proportion of the requirements of the
scheme. For further information on the Share option plans, see Note 22.
Ordinary Shares of 5p each
Allotted, called up and
fully paid £’000
At 1 January 2024
10,865
Share capital allotted for share schemes
27
At 31 December 2024
10,892
Share capital allotted for share schemes
85
At 31 December 2025
10,977
Other reserves
Other reserves includes a merger reserve, share-based payments reserve, share-based payments
deferred tax reserve and investment in own shares reserve.
The merger reserve represents Advanced Medical Solutions Limited’s share premium account arising
from merger accounting.
The share-based payment reserve represents equity relating to shares issued to employees. The
share-based payment deferred tax reserve represents the related excess tax deduction recorded
within equity.
The investment in own shares relates to shares held in trust on behalf of employees in respect of
the Share Incentive Plan by The Advanced Medical Solutions Group UK PLC Employee Benefit Trust
which are held at nominal value. 0.2 million (2024: 0.1 million) shares were issued to the Trust in 2025
at nil cost, whilst 0.1 million shares left the Trust (2024: 0.1 million) following employee exercise of
the shares.
The shares held in trust on behalf of employees in respect of the Group Share Option Plan by
The Advanced Medical Solutions Group PLC Employee Benefit Trust were shares purchased in the
open market and held at the weighted average cost of the shares.
The Advanced Medical Solutions Group PLC Employee Benefit Trust was established in July 2023.
During the year no shares (2024: no shares) were purchased by the Trust. 3.2 million shares are held
at 31 December 2025 (2024: 3.2 million).
Own shares held represent 1.8% (2024: 1.7%) of the called-up share capital of the Group.
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Unapproved Executive Share Option Scheme and Company Share Option Plan (‘CSOP’)
The following table reconciles the number of share options outstanding:
2025
Number of
Options
2024
Number of
Options
Outstanding at beginning of the year
8,693,474
7,528,135
Issued
–
1,573,670
Exercised
(194,579)
(24,938)
Lapsed
(658,368)
(383,393)
Outstanding at end of the year
7,840,527
8,693,474
Exercisable at end of the year
3,310,391
2,592,848
The weighted average remaining contractual life of the options outstanding at 31 December 2025
is 6.4 years (2024: 7.3 years).
The weighted average exercise price of options exercised in the year was £2.09 (2024: £2.53).
The weighted average exercise price of options remaining is £2.30 (2024: £2.28) with a range of
exercise prices from £1.82 to £3.29. The weighted average exercise price of options exercisable is
£2.75 (2024: £2.58).
The fair value of the executive options is calculated based on a Black-Scholes Merton model.
Under the terms of the Company’s Share Option Schemes, approved by shareholders in 2019,
the Board may offer options to purchase Ordinary Shares in the Company to all employees of the
Company at the market price on a date determined prior to the date of the offer. Individuals who
are entitled to awards under the LTIP are not eligible to receive options under the Company’s Share
Option Schemes.
Performance targets are assessed over a three-year period from the date of grant. Once options have
vested they can be exercised during the period up to ten years from the date of grant.
The expected volatility was determined by calculating the historic volatility of the Group’s share price
over the previous three years.
Notes Forming Part of the Consolidated Financial Statements continued
22. Share-based payments
Accounting policy:
The Group issues equity-settled share-based payments to certain employees. Equity-settled
share-based payments are measured at fair value at the date of grant. The fair value, as
determined at the grant date of equity-settled share-based payments, is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of options that will eventually
vest. At each Statement of Financial Position date, the Group revises its estimate of the number
of options expected to vest as a result of the effect of non-market based vesting conditions.
The impact, if any, is recognised in the Income Statement with a corresponding adjustment
to reserves.
Fair value is measured by use of a Black-Scholes Merton or Monte Carlo model. The expected
life used in the model has been adjusted, based on management’s best estimate, for the effect
of non-transferability, exercise restrictions and behavioural considerations.
The charge for share-based payments under IFRS 2 arises across the following schemes:
2025
£’000
2024
£’000
Unapproved Executive Share Option Scheme and Company
Share Option Scheme
613
755
Long-Term Incentive Plan
2,105
1,098
Share Incentive Plan and Deferred Annual Bonus Scheme
1,422
1,233
4,140
3,086
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to in the Remuneration Report on Page 95. The numbers shown are maximum entitlements and the
actual number of shares issued (if any) will depend on these performance conditions being achieved.
Share Incentive Plan (‘SIP’)
The following table reconciles the number of share options outstanding:
2025
Number of
Options
2024
Number of
Options
Outstanding at beginning of the year
3,232,083
2,661,699
Issued
1,300,670
841,398
Exercised
(566,023)
(237,514)
Lapsed
(69,767)
(33,500)
Outstanding at end of the year
3,896,963
3,232,083
Exercisable at end of the year
944,812
935,718
The weighted average exercise price of the Share Incentive Plan in the year was £1.99 (2024: £2.05).
The exercise price of the matching shares is £nil.
The fair value of the SIP shares is calculated based on a Black-Scholes Merton model. The following
table gives the assumptions applied to the options granted in the respective period:
2025
2024
Share price at grant date
195p-217p
203p-232p
Exercise price
0p
0p
Expected life
5 yrs
5 yrs
Risk-free rate
3.65%
4.22%
Expected volatility
41%
36%
Expected dividend yield
1.35%
1.24%
Fair value of option
1.66p
171p-202p
The expected volatility was determined by calculating the historic volatility of the Group’s share price
over the previous three years.
The entitlement to shares under the SIP is subject to a three-year holding period. The actual number
of shares that will be matched will depend on these performance conditions being met. Details on the
SIP are given on Page 90.
Notes Forming Part of the Consolidated Financial Statements continued
22. Share-based payments continued
Long Term Incentive Plan (‘LTIP’)
The following table reconciles the number of share options outstanding:
2025
Number of
Options
2024
Number of
Options
Outstanding at beginning of the year
4,087,524
2,839,886
Issued
2,021,986
1,520,761
Exercised
(772,314)
(193,047)
Lapsed
(305,380)
(80,076)
Outstanding at end of the year
5,031,816
4,087,524
Exercisable at end of the year
525,059
836,735
The exercise price of these options is £1 for each issue of LTIPs.
The weighted average exercise price of the Long-Term Incentive Plan in the year was £1.97 (2024: £2.10).
The weighted average remaining contractual life of the LTIPs outstanding at 31 December 2025
is 8.2 years (2024: 7.9 years).
The fair value of the LTIP options is calculated using the Monte Carlo method. The following table
gives the assumptions applied to the options granted in the respective period:
2025
2024
Share price at grant date
193p
190p
Exercise price
0p
0p
Expected life
2-3 yrs
3 yrs
Contractual life
10 yrs
10 yrs
Risk-free rate
3.65%
4.22%
Expected volatility
41%
36%
Expected dividend yield
1.35%
1.24%
Fair value of option
152p-185p
164p-183p
The expected volatility was determined by calculating the historic volatility of the Group’s share price
over the previous three years.
The entitlement to shares under the LTIP is subject to achieving the performance conditions referred
145
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Strategic Report
24. Audit exemption
The Company is entitled to exemption from audit for its subsidiaries under Section 479A of the
Companies Act 2006 for the period ended 31 December 2025.
The Directors have applied this exemption for the following subsidiaries:
Company Name
Company number
Raleigh Adhesive Coatings Limited
02300965
Advanced Medical Solutions (Europe) Limited
08819564
Advanced Medical Solutions Group PLC will guarantee all outstanding liabilities that these
subsidiaries are subject to as at the period ended 31 December 2025 in accordance with Section
479C of the Act, as amended by the Companies and Limited Liability Partnerships (Accounts
and Audit Exemptions and Change of Accounting Framework) Regulations 2012.
25. Events after reporting period
As disclosed on Page 20, subsequent to 31 December 2025, potential site closures were announced
internally in January 2026, with provisional closure dates for the affected sites in March 2027.
The financial impact of site closures is subject to variations and is being assessed on an ongoing
basis. There have been no other material events subsequent to 31 December 2025.
Notes Forming Part of the Consolidated Financial Statements continued
22. Share-based payments continued
Deferred Annual Bonus Scheme (‘DAB’)
The following table reconciles the number of share options outstanding:
2025
Number of
Options
2024
Number of
Options
Outstanding at beginning of the year
126,624
127,144
Issued
–
–
Exercised
(28,908)
(520)
Lapsed
–
–
Outstanding at end of the year
97,716
126,624
Exercisable at end of the year
25,518
36,158
The weighted average exercise price of the Deferred Annual Bonus Plan options in the year was
£2.03 (2024: £2.04).
The weighted average remaining contractual life of the DAB options outstanding at 31 December
2025 is 6.3 years (2024: 6.6 years).
The fair value of the DAB options is calculated based on a Black-Scholes Merton model.
The expected volatility was determined by calculating the historic volatility of the Group’s share price
over the previous three years.
The DAB scheme began on 21 May 2014. Participants compulsorily defer part of their bonus for the
relevant financial year and they vest at the end of a three-year period from the time of grant.
23. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been
eliminated on consolidation. There are no other related party transactions to disclose.
The remuneration of the Directors, is set out in the Remuneration Committee Report on Pages 86
and 92. The remuneration of all key management personnel, which includes Directors, is disclosed in
Note 7 to the Consolidated Financial Statements.
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Company Statement of Financial Position
At 31 December 2025
Note
2025
£’000
2024
£’000
Non-current assets
Investments in subsidiaries
3
169,344
169,344
Trade and other receivables
4
–
38,423
169,344
207,767
Current assets
Trade and other receivables
4
31,956
3,663
Cash and cash equivalents
1,183
6,037
Corporation tax debtor
1,664
1,529
34,803
11,229
Current liabilities
Trade and other payables
5
(11,423)
(10,255)
Borrowings
(5,572)
(4,755)
(16,995)
(15,010)
Non-current liabilities
Borrowings
6
(55,918)
(66,695)
(55,918)
(66,695)
Net current assets
17,808
(3,781)
Net assets
131,234
137,291
Equity shareholders’ funds
Share capital
7
10,977
10,892
Share premium
37,844
37,525
Other reserves
7
18,945
14,870
Retained earnings
63,468
74,004
Equity attributable to equity holders of the parent
131,234
137,291
The Company reported a net loss for the year ended 31 December 2025 of £4.7 million (2024: loss of £2.6 million) which includes £nil other comprehensive income (2024: £nil).
The Financial Statements of Advanced Medical Solutions Group plc (registration number 2867684) on Pages 147 to 154 were approved by the Board of Directors and authorised for issue on 1 May 2026 and
were signed on its behalf by:
Chris Meredith
Chief Executive Officer
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Note
Share capital
£’000
Share premium
£’000
Other reserves
£’000
Retained earnings
£’000
Total
£’000
At 1 January 2024
10,865
37,473
11,772
81,768
141,878
Share-based payments
8
–
–
3,086
–
3,086
Share options exercised
27
52
12
–
91
Total comprehensive expense
–
–
–
(2,563)
(2,563)
Dividends paid
7
–
–
–
(5,201)
(5,201)
At 31 December 2024
10,892
37,525
14,870
74,004
137,291
Share-based payments
8
–
–
4,140
–
4,140
Excess Deferred tax on share-based payments
–
–
(114)
–
(114)
Share options exercised
85
319
49
–
453
Total comprehensive expense
–
–
–
(4,745)
(4,745)
Dividends paid
7
–
–
–
(5,791)
(5,791)
At 31 December 2025
10,977
37,844
18,945
63,468
131,234
Company Statement of Changes in Equity
At 31 December 2025
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1. Material accounting policies
Basis of preparation
These Financial Statements were prepared in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (‘FRS 101’).
In preparing these Financial Statements, the Company applies the recognition, measurement and
disclosure requirements of International Financial Reporting Standards, but makes amendments
where necessary in order to comply with the Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken. The Financial Statements have
been prepared on the historical cost basis of accounting except as disclosed in the accounting
policies set out below.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available
under that standard in relation to share-based payments, revenue, financial instruments, capital
management, presentation of a Cash Flow Statement, presentation of comparative information in
respect of certain assets, standards not yet effective, impairment of assets, business combinations,
discontinued operations and related party transactions.
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its
own Income Statement for the year. Advanced Medical Solutions Group plc reported a loss for the
year ended 31 December 2025 of £4.7 million (2024: loss of £2.6 million) which includes £nil Other
Comprehensive Income (2024: £nil).
The Auditor’s remuneration for audit and other services is disclosed in Note 6 to the Consolidated
Financial Statements.
Critical judgements in applying the Company’s accounting policies and areas of key
estimation uncertainty
In the process of applying the Company’s accounting policies, which are described below, no
judgements have been made by the Directors, nor do any areas of key estimation uncertainty
exist that have a significant effect on the amounts recognised in the Financial Statements.
Investment in subsidiaries
Investments in subsidiaries are shown at cost less provision for impairment. The Company assesses
investments in subsidiaries for impairment whenever events or changes in circumstances indicate
that the carrying value of an investment may not be recoverable. If any such indication of impairment
exists, the Company makes an estimate of the recoverable amount. If the recoverable amount of the
investment is less than the carrying amount of the investment, the investment is considered to be
impaired and is written down to its recoverable amount.
Foreign currencies
Transactions in currencies other than Pounds Sterling are recorded at the rates of exchange prevailing
on the dates of the transactions. At each Statement of Financial Position date, monetary assets and
liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the
Statement of Financial Position date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated. Gains and losses arising on retranslation are included
in the Income Statement for the period.
Finance income
Finance income relates to interest earned on cash and cash equivalents. Interest income is accrued
on a time-basis, by reference to the principal outstanding and at the effective interest rate applicable.
Finance charges
Finance charges comprise interest payable on interest-bearing loans and borrowings and fair value
losses on interest rate swap derivative financial instruments. Finance charges are recognised in the
Income Statement on an effective interest method.
Taxation
Tax on the profit or loss for the period comprises current and deferred tax.
Share-based payments
The Company has applied the requirements of IFRS 2 Share-based payments.
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-
based payments are measured at fair value at the date of grant. The fair value determined at the
grant date of the equity-settled share-based payments is expensed on a straight-line basis over the
vesting period. At each Statement of Financial Position date, the Company revises its estimate of the
number of equity instruments expected to vest as a result of the effect of non-market based vesting
conditions. The impact of the revision of the original estimates, if any, is recognised in the Income
Statement such that the cumulative expense reflects the revised estimates with a corresponding
adjustment to the equity-settled employee benefits reserve.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net
profit as reported in profit or loss because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible. The
Group’s liability for current tax is calculated using tax rates that have been enacted or substantively
enacted by the end of the reporting period.
Notes to the Company Financial Statements continued
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Strategic Report
1. Material accounting policies continued
Current tax continued
A provision is recognised for those matters for which the tax determination is uncertain but it is
considered probable that there will be a future outflow of funds to a tax authority. The provisions are
measured at the best estimate of the amount expected to become payable. The assessment is based
on the judgement of tax professionals within the Company supported by previous experience in
respect of such activities and in certain cases based on specialist independent tax advice.
Financial instruments
Financial assets and financial liabilities are recognised in the Company’s Statement of Financial
Position when the Company becomes a party to the contractual provisions of the instrument.
Financial assets are de-recognised when the contractual rights to the cash flows from the financial
assets expire or are transferred. Financial liabilities are derecognised when the obligation specified
in the contract is discharged, cancelled or expires.
Trade and other creditors
Trade and other creditors are non-interest bearing and recognised initially at fair value. Subsequent to
initial recognition they are measured at amortised cost using the effective interest method.
2. Staff costs
The average number of employees in the year was 19 (2024: 18), all of whom were classified as
Administration (2024: same). The Directors’ remuneration is detailed in Note 7 to the Consolidated
Financial Statements.
Year ended
31 December
2025
£’000
Year ended
31 December
2024
£’000
Staff costs for all employees, including Executive Directors,
consists of:
Wages and salaries including bonuses
4,083
4,687
Social security costs
820
508
Pension costs
118
122
Share-based payments (see Note 22 to the Consolidated
Financial Statements)
4,140
3,086
9,161
8,403
3. Investments in subsidiaries
Investments
in subsidiaries
£’000
Cost
At 1 January 2024
86,687
Additions
111,327
At 31 December 2024
198,014
Additions
–
At 31 December 2025
198,014
Provisions for impairment
At 1 January 2024 and 2025
28,670
At 31 December 2024 and 2025
28,670
Net book value
At 31 December 2023
58,017
At 31 December 2024
169,344
At 31 December 2025
169,344
In the prior year an investment of £64.7 million was made as the Company acquired Groupe Peters
Surgical. An investment was also made of £46.6 million into Advanced Medical Solutions (Europe)
Limited to facilitate it’s ability to provide loans to related parties.
An impairment assessment was performed on the investments in subsidiaries at 31 December 2025
with no impairment required in the year (2024: £nil). There are no quoted investments.
Notes to the Company Financial Statements continued
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3. Investment in subsidiaries continued
The following were subsidiary undertakings at the end of the year and have all been included in the
consolidated accounts.
Name
Principal place
of business
Group interest
Nature of business
Registered address
Wholly owned subsidiaries:
AFS Medical
GmbH
Austria
100%
Distribution of medical
products
Gewerbepark B17/II,
Straße 1/3, 2524 Teesdorf,
Austria
Resorba s.r.o.
Czech
Republic
100%
Manufacture and sales
office of medical products
Haltravska No. 9/578,
34401, Domazlice, Czech
Republic
Advanced
Medical Solutions
Limited
England
100%*
Development and
manufacture of medical
products
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Advanced
Medical Solutions
(UK) Limited
England
100%*
Holding Company
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Advanced
Medical Solutions
Trustee Company
Limited
England
100%*
Trustee Company
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Advanced
Medical Solutions
(Plymouth)
Limited
England
100%*
Dormant
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Advanced
Healthcare
Systems Limited
England
100%
Dormant
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
MedLogic Global
Holdings Limited
England
100%
Holding Company
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Name
Principal place
of business
Group interest
Nature of business
Registered address
Innovative
Technologies
Limited
England
100%
Dormant
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Advanced
Medical Solutions
(Europe) Limited
England
100%*
Providing financial
support to other
Group entities
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Raleigh Adhesive
Coatings Limited
England
100%
Development and
manufacture of medical
products
Premier Park, 33 Road
One, Winsford Industrial
Estate, Winsford, Cheshire,
CW7 3RT, United Kingdom
Biomatlante S.A
France
100%*
Development and
manufacture of medical
products
5, Rue Edouard Belin,
44360 Vigneux de
Bretagne, France
Groupe Peters
Surgical
France
100%
Holding Company
1 Cours de I’lle Seguin,
92100 Boulougne-
Billancourt, Paris, France
Peters Surgical
France
100%
Development and
manufacture of medical
products
1 Cours de I’lle Seguin,
92100 Boulougne-
Billancourt, Paris, France
Advanced
Medical Solutions
(Germany) GmbH
Germany
100%*
Holding Company
Am Flachmoor 16, 90475
Nuremberg, Germany
Catgut GmbH
Germany
100%
Development and
manufacture of medical
products
Gewerbepark 18 · 08258
Markneukirchen, Germany
MPN Medizin
Produkte
Neustadt GmbH
Germany
100%
Manufacture of medical
products
Sierkdorfer Str. 15, 23730,
Neustadt in Holstein,
Germany
Resorba Medical
GmbH
Germany
100%
Development and
manufacture of medical
products
Am Flachmoor 16, 90475
Nuremberg, Germany
Advanced
Medical Solutions
Saal GmbH
Germany
100%
Development and
manufacture of medical
products
24 Donaustraße, Saal
an der Donau, Bavaria,
Germany
Notes to the Company Financial Statements continued
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Strategic Report
Name
Principal place
of business
Group interest
Nature of business
Registered address
TNI Chirurgisches
Nadelwerk GmbH
Germany
100%
Development and
manufacture of medical
products
Erfurter Straße 46 · 99334
Ichtershausen, Germany
Connexicon
Medical Limited
Ireland
100%
Development and
manufacture of medical
products
Synergy Centre, TU Dublin,
Tallaght, Dublin 24, D24
A386, Ireland
Peters Surgical
India Private
Limited
India
100%
Development and
manufacture of medical
products
E-25, B-1 Extn, Mcie
Badapur, New Delhi, Delhi
110044, India
Advanced
Medical Solutions
Israel (Sealantis)
Limited
Israel
100%
Development and
manufacture of medical
products
Malat Building,
Technion City, Haifa,
Israel 3200004
Peters Surgical
Benelux S.A.
Luxembourg
100%
Distribution of medical
products
Beelerstrooss 2
9991 Weiswampach,
Luxembourg
Advanced
Medical
Solutions BV
Netherlands
100%*
Development and
manufacture of medical
products
Munnikenheiweg 35,
4879 NE Etten-Leur,
Netherlands
Peters Surgical
Polska SP Z.O.O.
Poland
100%
Distribution of medical
products
Ul. Przasnyska 6b, 01-756
Warszawa, Poland
Resorba ooo
Russia
100%
Distribution of medical
products
Fadeeva Str. 5, 125047
Moscow, Russia
Peters Surgical
International Co.
Limited
Thailand
100%
Development and
manufacture of medical
products
227 Lat Krabang Industrial
Estate, Lat Krabang,
Bangkok 10520, Thailand
Advanced
Medical Solutions
(USA) Inc
USA
100%
Marketing support of
medical products
2711 Centerville Road,
Suite 400, Wilmington,
Newcastle, 19808,
Delaware, USA
Vitalitec
International Inc
USA
100%
Development and
manufacture of medical
products
10 Cordage Park # 200,
Plymouth,
MA 02360 USA
Subsidiaries not wholly owned:
Name
Principal place
of business
Group interest
Nature of business
Registered address
SPA Sutural
Algeria
49%
Development and
manufacture of medical
products
Centre Regus, Centre
commerciale Bab Ezzouar,
16024 Bab Ezzouar,
Algeria
PT Peters
Surgical
Indonesia
Indonesia
49%
Development and
manufacture of medical
products
4B, Jl. Penjernihan I No.
38, Kelurahan Bendungan
Hilir, Kecamatan Tanah
Abang, Jakarta Pusat
10210, Indonesia
* Held directly by Advanced Medical Solutions Group PLC.
^ s.291 of German Commercial Code invoked: No consolidated financial statements prepared for the German companies.
The above table reflects the situation at the year-end. The Company is the ultimate parent within the
Group.
Notes to the Company Financial Statements continued
3. Investment in subsidiaries continued
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Strategic Report
Notes to the Company Financial Statements continued
4. Trade and other receivables
2025
£’000
2024
£’000
Non-current assets
Amounts due from Group undertakings
–
38,423
2025
£’000
2024
£’000
Current assets
Prepayments
145
96
Amounts due from Group undertakings
31,811
3,567
31,956
3,663
Amounts owed by Group undertakings
2025
£’000
2024
£’000
At 1 January
44,330
36,901
Movement
(10,179)
7,429
At 31 December
34,151
44,330
Provisions for impairment
At 1 January
2,340
2,340
At 31 December
2,340
2,340
Net book value
At 31 December
31,811
41,990
Amounts owed by Group undertakings relates primarily to funds provided to Advanced Medical
Solutions Limited, a related party, to make acquisitions. The borrowings are typically repayable on
demand and attract no interest. A £30 million facility is available to Advanced Medical Solutions
Limited until 31 December 2026 primarily to finance acquisitions. The Company also acts as the
central treasury hub providing short-term working capital and longer-term funding to other Group
entities depending on the specific needs of the individual entity. All amounts due from intercompany
undertakings are unsecured.
An assessment was performed on the amount owed by Group undertakings with no provision
required in the year ended 31 December 2025. (2024: £nil).
5. Creditors: amounts falling due within one year
2025
£’000
2024
£’000
Borrowings
Amounts owed to Group undertakings
7,933
4,981
Accruals and deferred income
3,490
5,274
11,423
10,255
Amounts due to Group undertakings are repayable on demand and attract no interest expense.
Amounts owed to Group undertakings have arisen as the Company acts as the central treasury hub
for the Group, receiving and distributing funds between subsidiaries.
Deferred income is not significant and is therefore not presented separately.
6. Borrowings
Borrowings owed by the Company
2025
£’000
2024
£’000
Facility A borrowings
54,757
59,548
Facility B borrowings
5,973
11,902
Accrued interest
759
–
Total borrowings
61,489
71,450
The Company holds a debt facility which includes £55 million remaining on a term loan facility and
a £30 million revolving credit facility, together “the Facility”. As at 31 December 2025, £6 million of
the revolving credit facility was drawn, with £24 million available if required providing the Group with
flexible working capital. Interest on drawn funds is charged at the SONIA interest rate plus a current
bank margin of 1.5%.
Both the term loan and the revolving credit facility mature in April 2028.
The Group is required to comply with the following financial covenants a) Interest cover in respect
of any relevant period shall not be less than 4.0:1.0 and b) Net leverage in respect of each relevant
Period shall not exceed 3.0:1.0. The EBITDA to finance charge ratio of the Group at 31 December
2025 is 11.8 and is expected to increase as the borrowing facilities are repaid. The term loan facility
requires a £5 million repayment on the 1 July 2026 anniversary date and £5 million each anniversary
date thereafter.
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7. Equity
Details of the share capital of the Company as well as the nature and purpose of equity reserves are
provided in Note 21 on Pages 142 and 143 in the Notes to the Group’s accounts.
Other reserves contains investment in own shares and the share based payments reserve.
8. Share-based payments
The charge for share-based payments under IFRS 2 arises across the following schemes:
2025
£’000
2024
£’000
Unapproved Executive Share Option Scheme and Company
Share Option Scheme
613
755
Long-Term Incentive Plan
2,105
1,098
Share Incentive Plan and Deferred Annual Bonus Scheme
1,422
1,233
4,140
3,086
Details on the share-based payments of the Company are provided in Note 22 on Pages 144 to 146 in
the Notes to the Group’s accounts.
9. Subsequent events
There have been no material events subsequent to the end of the reporting period.
Notes to the Company Financial Statements continued
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Five-Year Summary
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Consolidated Income Statement
Revenue
228.9
177.5
126.2
124.3
108.6
Profit from operations (pre-exceptional)
22.7
11.2
18.9
24.9
23.0
Profit attributable to equity holders of the parent (pre-exceptional)
10.0
7.1
15.9
20.4
17.5
Basic earnings per share (pre-exceptional)
4.6p
3.3p
7.4p
9.4p
8.1p
Consolidated Statement of Financial Position
Net assets employed
Non-current assets
255.4
262.2
166.9
149.2
134.5
Current assets
139.4
126.3
122.3
131.9
115.0
Total liabilities
(134.7)
(147.0)
(45.0)
(44.5)
(36.8)
Net assets
260.1
241.5
244.2
236.6
212.7
Equity attributable to equity holders of the parent
258.8
240.8
244.2
236.6
212.7
Non-controlling interest
1.3
0.7
–
–
–
Total equity
260.1
241.5
244.2
236.6
212.7
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Advanced Medical Solutions Group plc Annual Report & Accounts 2025
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Financial Statements
Strategic Report
The Group’s performance is assessed using a number of financial measures which are not defined
under IFRS and are therefore non-GAAP (or alternative) performance measures. The relevant IFRS
measures are also presented where appropriate. Adjusted measures are believed by the Directors
to provide the reader with additional information and an alternative year-on-year comparison as
we believe this provides both management and investors with a more effective comparison of the
Group’s trading performance. The principles to identify adjusting items have been applied to the
current and prior year comparative numbers on a consistent basis. Alternative performance measures
are set out as follows:
•
Constant currency measures revenue when excluding the effects of currency movements
by retranslating non-pounds sterling sales using foreign exchange rates from the previous
financial year. This metric is a key internal and external metric and is reconciled to statutory
measures on Page 157.
•
Adjusted profit before tax is shown before exceptional items, amortisation of acquired intangible
assets, movement in long-term liabilities recognised on acquisition and unwind of Inventory fair
value accounting as reconciled in the Financial Review (See Page 29). Adjusted profit before tax
show the profitability and performance of the group and is a key internal and external metric.
•
Adjusted EBITDA is shown before exceptional items, interest, amortisation, depreciation and tax
as reconciled in the Financial Review (See Page 28). Adjusted segment EBITDA are reconciled
on this page. Adjusted EBITDA show the profitability and performance of the group and is a key
internal and external metric.
•
Adjusted operating margin is shown by calculating adjusted operating profit as reconciled on this
page before dividing by revenue. Adjusted operating profit and margin show the profitability and
performance of the group and is a key internal and external metric.
•
Gross margin percentages are calculated by dividing the relevant gross margin figure by revenue.
Adjusted gross margin is reconciled to gross margin on this page and is a key internal and
external metric.
•
Adjusted earnings per share measures are derived from adjusted profit after tax with the rationale
for their use being the same as for adjusted profit metrics and are reconciled to their IFRS
equivalent in Note 12 to the consolidated financial statements.
•
Adjusted income tax is shown before the tax effect on exceptional items, the movement in
deferred tax on acquired intangibles and the tax effect on other adjusted items and is reconciled
on this page and shows the impact on income tax of items regarded as adjusted items.
•
Net debt is reconciled in Note 17 and provides a useful overview of the Group’s financial position.
Further information regarding the profit adjusting items can be found in the notes to the Group
Financial Statements:
•
Exceptional items (Note 5)
•
Amortisation of acquired intangible assets (Note 13)
•
Movement in long-term acquisition liabilities (Note 9 and 10)
•
Tax on adjusted items (Note 11)
Reconciliation of operating profit to adjusted operating profit
2025
£’000
2024
£’000
Profit before tax
17,783
9,823
Amortisation of acquired intangibles
10,313
7,804
Exceptional items
5,805
10,924
Unwind of inventory fair value accounting
–
1,726
Adjusted operating profit
33,901
30,277
Reconciliation of Adjusted segment EBITDA to Adjusted EBITDA
2025
£’000
2024
£’000
Adjusted surgical segment EBITDA
44,671
36,466
Adjusted Woundcare segment EBITDA
6,168
4,768
Unwind of inventory fair value accounting
–
1,726
Unallocated expenses
(975)
(2,789)
Adjusted EBITDA
49,864
40,171
Adjusted EBITDA is reconciled to operating profit in the Financial Review on Page 28.
Alternative performance measures
156
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Governance
Overview
Financial Statements
Strategic Report
Reconciliation of gross margin to adjusted gross margin
2025
£’000
2024
£’000
Gross margin
122,138
92,618
Unwind of inventory fair value accounting
–
1,726
Adjusted gross margin
122,138
94,344
Reconciliation of Reported Income tax expense to adjusted Income tax
2025
£’000
2024
£’000
Income tax
7,688
2,681
Tax on exceptional items
1,204
1,981
Movement in Deferred Tax on acquired intangibles
(926)
1,564
Tax on other adjusted items
12
312
Adjusted income tax
7,978
6,538
Reconciliation of constant currency
Constant currency performance is measured by re-translating 2025 revenues at the previous year’s
exchange rates
Surgical Business Unit
2025
Re-translated
£ million
2024
Reported
£ million
Change at
constant
currency
Advanced Closure
48.6
43.4
12%
Internal Fixation and Sealants
8.3
8
3%
Sutures, clips and VTO
82.7
50.4
64%
Biosurgical Devices
27.5
22.6
22%
Other Distributed
16.9
11.4
48%
Total
184
135.8
36%
Alternative performance measures continued
Woundcare Business Unit
2025
Re-translated
£ million
2024
Reported
£ million
Change at
constant
currency
Infection and Exudate Management
42.3
36.9
15%
Other Woundcare
3.4
4.9
-30%
Total
45.7
41.8
9%
Reconciliation of Revenue excluding Peters Surgical
2025
£ million
2024
£ million
Reported
growth
Group revenue excluding Peters Surgical
154.8
140.3
10%
Peters Surgical
74.1
37.2
99%
Total Group revenue
228.9
177.5
29%
157
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Governance
Overview
Financial Statements
Strategic Report
Nominated Advisor and Broker
Investec Bank plc
30 Gresham Street
London EC2V 7QN
Broker
Berenberg
60 Threadneedle Street
London EC2R 8HP
Auditor
Deloitte LLP
Independent Auditor
The Hanover Building
Corporation Street
Manchester M4 4AH
Tax Advisor
Grant Thornton UK LLP
Landmark, St Peter’s Square
1 Oxford Street
Manchester M1 4PB
Registrars and Transfer Office
Computershare Registrars
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Bankers
HSBC
99-101 Lord Street
Liverpool L2 6PG
NatWest
2nd Floor
1 Spinningfields Square
Manchester M3 3AP
Patent Attorneys
Marks & Clerk
Manchester Office
1 New York Street
Manchester M1 4HD
Foley & Lardner LLC
975 Page Mill Square
Palo Alto CA 94304-1013
Public Relations
Optimum Strategic Communications
8 Devonshire Square,
London, EC2M 4YJ
Advisors
158
Advanced Medical Solutions Group plc Annual Report & Accounts 2025
Governance
Overview
Financial Statements
Strategic Report
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Advanced Medical Solutions Group plc
Registered Office:
Premier Park, 33 Road One
Winsford Industrial Estate
Winsford, Cheshire, CW7 3RT
Company number: 2867684
Tel: +44 (0)1606 863500
Tel: +44 (0)1606 863600
E-mail: info@admedsol.com
www.admedsol.com