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REG - Adv Medical Solutns. - Unaudited Preliminary Results

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RNS Number : 1189X  Advanced Medical Solutions Grp PLC  18 March 2026

     18 March 2026

 

Advanced Medical Solutions Group plc

("AMS" or the "Group" or the "Company")

 

Unaudited preliminary results for the year ended 31 December 2025

 

~ Record full year sales and adjusted EBITDA with strong organic growth ~

 

~ Successful integration of recent acquisitions ~

 

 

Winsford, UK: Advanced Medical Solutions Group plc (AIM: AMS), a world-leading
specialist in tissue-healing technologies, today announces its unaudited
preliminary results for the year ended 31 December 2025.

 

Financial Summary:

 

                                                 2025    2024      Reported change¹   Change at constant currency(2)
 Surgical Business Unit (£ million)              183.5   135.8     35%                36%

 Advanced Woundcare Business Unit (£ million)    45.4    41.7      9%                 9%

 Total Group revenue (£ million)                 228.9   177.5     +29%               +29%

 Adjusted Measures
 Adjusted(3) EBITDA (£ million)                  49.9    40.2      +24%
 Adjusted(3) EBITDA margin                       21.8%   22.6%     -0.8pp
 Adjusted(3) profit before tax (£ million)       33.9    29.4      +15%
 Adjusted(3) profit before tax margin            14.8%   16.6%     -1.8pp
 Adjusted(4) diluted earnings per share (p)      11.74   10.45     +12%

 Reported Measures
 Profit before tax (£ million)                   17.8    9.8       +81%
 Profit before tax margin                        7.8%    5.5%      +2.3pp
 Diluted earnings per share (p)                  4.52    3.25      +39%
 Net operating cash flow (£ million)             32.6    19.5      +67%
 Net (debt)/cash(5) (£ million)                  (50.5)  (55.8)    -10%

 Proposed full year dividend per share (p)       2.86    2.60      +10%

 

Commenting on the results, Chris Meredith, Chief Executive Officer of AMS,
said: "I am proud to report that we have delivered on our key strategic
objectives for 2025. The strength of our expanded portfolio, our growing
global presence, and the commercial synergies across the Group, have all
contributed to another year of robust growth. This strong performance has
enabled us to increase our dividend for the year by 10%.

 

"Our robust and advancing R&D pipeline reinforces our confidence in
carrying this momentum forward. The integration of operations continues to
progress well, and we remain firmly on track to fully consolidate the business
and improve operational efficiency next year. As we look ahead, we are
strongly positioned to continue building on this foundation and accelerate our
long term growth."

 

 

 

 

Operational and Financial Highlights

 

·    Group revenue increased by 29% 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. Overall
performance was in line with management expectations and included a strong
performance from the existing AMS business (excluding Peters) that delivered
10% constant currency growth, with a good performance from Adhesives and
Biosurgical categories and a good recovery in the Woundcare business.(6)

 

o Surgical Business Unit revenues increased to £183.5 million (2024: £135.8
million), an increase of 36% at constant currency.

 

-     Global LiquiBand(®) revenues increased by 10% to £47.8 million
(2024: £43.4 million) and 12% at constant currency, with good performances in
the US and the Rest of the World, where commercial synergies continue to
support growth in areas such as specialist cardiovascular markets.

 

-     Biosurgical devices grew by 23% to £27.8 million (2024: £22.6
million) and 22% at constant currency, driven by increased demand for
antibiotic-loaded collagen and growth in dental devices.

 

-     Suture, Clips and VTO (Vascular Temporary Occlusion) revenues grew
by 64% at constant and reported currency to £82.7 million (2024: £50.4
million).

 

o Advanced Woundcare Business Unit revenues increased by 9% to £45.5 million
(2024: £41.8 million), driven by strong growth in Customer-branded and Bulk
materials and the increasing traction of partners' products in the market.

 

·      Following the acquisitions of Peters Surgical and Syntacoll,
operational synergies are on track and commercial synergies are already
contributing to growth. LiquiBand XL(®) started to gain traction among
specialist cardiovascular surgeons for sternotomy closure, IFABOND(®)
transitioned to direct sales in the UK and LiquiBandFix8(®) transitioned to
direct sales in France. Other AMS legacy products started to access new direct
sales territories in Austria, Poland, Czech and India.

 

·      Adjusted EBITDA increased by 24% to £49.9 million (2024: £40.2
million) and reported profit before tax increased by 81% to £17.8 million
(2024: £9.8 million) as a result of organic growth from the existing AMS
business and the inclusion of the first full year of Peters' results.

 

·      Net debt on 31 December 2025 was reduced to £50.5 million (2024:
£55.8 million). Significant investment in the Group's transformation project,
including a number of exceptional items largely relating to the restructuring
of our manufacturing function, together with capital expenditure and inventory
increases, partly offset the pace of deleveraging in the year.

 

·      Reflecting management's ongoing confidence in the Group's
outlook, the Board proposes an increased final dividend of 2.01p per share
(2024: 1.83p), bringing the total proposed dividend to 2.86p per share (2024:
2.60p), up 10%.

 

 

Summary & Outlook

 

·      AMS delivered record 2025 results and enters 2026 with strong
commercial momentum, a clearer operating platform and a robust pipeline that
supports multi‑year growth.

 

·      AMS reported record Group revenue of £228.9m, up 29%, with
strong organic growth across core categories and the first full-year
contribution from Peters Surgical. Surgical remained the key driver of
performance, growing 36% at constant currency, while Woundcare returned to
growth following its restructuring. Adjusted EBITDA increased 24% to £49.9m,
and net debt reduced to £50.5m.

 

·      Integration of Peters Surgical continues to progress well, with
commercial synergies already contributing and operational synergies on track
for delivery from 2027. The Group's innovation pipeline remains a major
strategic strength, with multiple product approvals expected from 2026 onwards
across adhesives, sutures, collagen technologies and bone substitutes.

 

·      The Board expects continued strong growth in Surgical and modest
growth in Woundcare as long‑term supply agreements take effect. Strong cash
generation and disciplined capital allocation are expected to support further
deleveraging while maintaining investment in innovation and manufacturing
optimisation.

 

·      In respect to the current Middle East conflict, AMS has a limited
footprint in the region and minimal exposure. Sales and margin in the region
is not significant, and currently seems stable.

 

·      The Board is confident of delivering full year 2026 revenue and
EBITDA in line with current market expectations(7) and believes that AMS is
well positioned to drive sustained growth and long-term value creation.

 

 

 

 

 

Notes

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

3.     Reconciled in the Financial Review / note 18. 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. Exceptional items are detailed in the
Financial Review.

4.     Reconciled in note 4 of the financial information. 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 9 of the financial information. Net debt is
calculated as cash and cash equivalents less borrowings

6.     Organic AMS Group revenues excluding Peters Surgical are reconciled
in note 18.

7.     AMS believes that current consensus market expectations for the
year ended 31 December 2026 is revenue of £245.3m and Adjusted EBITDA of
£55.2 m

 

 

 

- End -

 

For further information, please visit www.admedsol.com
(http://www.admedsol.com) or contact:

 

 Advanced Medical Solutions Group plc          Tel: +44 (0) 1606 545508
 Chris Meredith, Chief Executive Officer

 Eddie Johnson, Chief Financial Officer

 Michael King, Investor Relations

 Optimum Strategic Communications              Tel: +44 (0) 20 4566 8543
 Mary Clark / Nick Bastin / Isabelle Abdou     AMS@optimumcomms.com

 Investec Bank PLC (NOMAD & Joint Broker)      Tel: +44 (0) 20 7597 5970
 Gary Clarence / David Anderson

 Berenberg (Joint Broker)                      Tel: +44 (0)20 3207 7800
 Toby Flaux / Detlir Elezi

 

About Advanced Medical Solutions Group plc - see www.admedsol.com
(http://www.admedsol.com)

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 the lion's share of
group revenues and a clear top-line trajectory, AMS is positioned for scalable
growth, and long-term value creation.

 

 

Chief Executive's Review

 

 

Surgical Business Unit

 

Revenue increased to £183.5 million (2024: £135.8 million) during the year,
an increase of 36% on a constant currency and 35% on a reported basis.

 

 Surgical Business Unit          2025         2024         Reported Growth  Change at constant currency

£ million
£ million
 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         2024         Reported Growth  Change at constant currency

£ million
£ million
 Americas          29.4         26.9         10%              13%
 Rest of World     18.4         16.5         11%              11%
 Total             47.8         43.4         10%              12%

 

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. 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.

 

 

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
below.

 

 Product approval                                 Region      Category             Estimated Approval
 Resorba(®) dental collagen                       USA         Biosurgical Devices  2026
 Resorba(®), non-antibiotic surgical collagens    USA         Biosurgical          2027+
 Topical Adhesives                                China       Advanced Closure     2026-2027
 Peters Surgical sutures range completion         USA         Sutures              2027
 Freeze Dried Bone substitute (FDBS)              EU and USA  Biosurgical Devices  H1 2027
 IFABOND(®) line extensions                       EU          Advanced Closure     2027
 SEAL-G(®) approval of second-generation device   EU          Advanced Closure     H1 2028
 Antibiotic FDBS substitute                       EU and USA  Biosurgical Devices  2030
 Antibiotic collagen                              USA         Biosurgical Devices  2030

 

 

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         2024         Reported Growth  Change at constant currency

£ million
£ million
 Infection and Exudate Management  42.1         36.9         14%              15%
 Other Woundcare                   3.3          4.8          -31%             -30%
 Total                             45.4         41.7         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.

 

Environmental, Social and Governance

All sustainability activities have been optimised and managed by a single team
across AMS. Having rebased our carbon footprint, in 2025 we began assessing
projects to accelerate our Pathway to Net Zero, which has a commitment date of
2045, and preparing to apply for the Science Based Target Initiative (SBTi) in
2026. We are also working through the Corporate Sustainability Reporting
Directive (CSRD) requirements with a consultant to ensure our KPI's and other
ESG metrics are focused on areas that are material to the business.

 

Our ESG progress is further validated by EcoVadis (Bronze medal), a MSCI
rating increase (AAA), successful SEDEX audits at key UK sites, and our
corporate membership of the UN Global Compact. We are rolling out a new Code
of Conduct for the Group, which will support strong governance across all
jurisdictions in which we operate, as well as increased engagement in our
local communities.

 

Post period event - new corporate brand

As part of the Group's evolution following the acquisition of Peters Surgical,
AMS has introduced a refreshed visual identity, including an updated logo and
design, reflecting the scale and ambition of the enlarged business. This was
launched on 17(th) March 2026.

 

Stakeholders

On behalf of the Board, I would like to thank the Group's staff, partners and
other stakeholders, without whose help and commitment the achievements of this
year, and the years prior, would not have been possible.

 

 

Chris Meredith

Chief Executive Officer

 

 

About our Business Units

 

Surgical

The Surgical Business Unit includes tissue adhesives, sutures, biosurgical
devices and internal fixation devices marketed under the AMS brands
LiquiBand(®), RESORBA(®), LiquiBandFix8(®), LIQUIFIX(TM), Peters Surgical,
IFABOND(®) and Vitalitec.

 

Advanced Closure

LiquiBand(®) is a range of topical skin adhesives, incorporating medical
grade cyanoacrylate in combination with purpose-built applicators. These
products are used to close and protect a broad variety of surgical and
traumatic wounds.

 

Internal Fixation and Sealants

AMS's internal fixation portfolio has been strengthened with the addition of
IFABOND(®) to the existing LIQUIFIX(TM) / LiquiBandFix8(®) range.

 

LIQUIFIX(TM) / LiquiBandFix8(®) secures meshes inside the body with
accurately delivered drops of fast-setting butyl cyanoacrylate adhesive,
whereas IFABOND(®) uses hexyl cyanoacrylate that is more flexible and
resorbable and has European approvals not only for mesh fixation, but also for
tissue fixation, prolapse repair and bariatric surgery.

 

Suture, Clips and VTO

The RESORBA(®) portfolio of general, dental and ophthalmic sutures is
strengthened and complemented by the sutures, clips and Vascular Temporary
Occlusion ('VTO') devices from the Peters acquisition that also bring strong
Cardio-Vascular specialisation and brand recognition.

 

Biosurgical devices

The Biosurgical Devices category comprises antibiotic-loaded collagen sponges,
collagen membranes and cones, oxidised cellulose, synthetic bone substitutes
and bio-absorbable screws.

 

Other Distributed Products

The Other Distributed products category comprises products distributed through
AFS Medical in Austria and Peters Surgical in France, including minimally
invasive access ports and laparoscopic instruments. This category excludes
sales of LiquiBandFix8(®) which are recorded within the Internal Fixation and
Sealants category.

 

Woundcare

The Woundcare Business Unit is comprised of the Group's multi-product
portfolio of advanced woundcare dressings sold under our partners' brands and
the ActivHeal(®) label, plus a portfolio of specialist medical bulk materials
and multi-layer woundcare products.

 

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 and
reconciles them as appropriate. 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.

 

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 IFRS3 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.

 

 

 Exceptional items
                                           (Unaudited)     Audited
                                           2025            2024
                                           £'000           £'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 5 to 10 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    2024
                                                                        £'000   £'000
 Total investment in Research and Development, 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
                                                                            (Unaudited)             Audited
                                                                            2025                    2024
                                                                            £'000                   £'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

 

 

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
                                                                                      (Unaudited)                Audited
                                                                                      2025                       2024
                                                                                      £'000                      £'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 as reconciled in note 18,
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 (2023: 2.60p) an increase of 10%.

 

 

 

 

 Operating result by business segment
                                       Surgical  Woundcare
 Year ended 31 December 2025           £'000     £'000
 Revenue                               183,451   45,485
 Segment operating profit              26,530    2,912
 Amortisation of acquired intangibles  9,373     940
 Adjusted segment operating profit(6)  35,903    3,852
 Adjusted operating margin(6)          19.6%     8.5%
 Adjusted EBITDA                       44,671    6,168
 Adjusted EBITDA margin(7)             24.4%     13.6%
 Year ended 31 December 2024
 Revenue                               135,638   41,753
 Segment operating profit              23,268    1,664
 Amortisation of acquired intangibles  6,864                    940
 Adjusted segment operating profit(6)  30,132    2,604
 Adjusted operating margin(6)          22.2%     6.2%
 Adjusted EBITDA                       36,466    4,768
 Adjusted EBITDA margin(7)             26.9%     11.4%

 

(Note 6: Adjusted for amortisation of acquired intangible assets and excludes
exceptional items and the unwind of inventory fair value accounting.)

(Note 7 Reconciled in note 18 of the financial information. Excludes the
impact of exceptional items, depreciation, amortisation, interest and
taxation. )

(The above table is reconciled to statutory information in note 5 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 £45.5 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 Chief
Executive's review.

 

US Tariffs

The Group continues to monitor US tariff rates. Under current tariff
conditions, the previously estimated impact of US tariffs of £1m - £2m 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 6 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.

CONDENSED CONSOLIDATED INCOME STATEMENT
                                                                         (Unaudited)                                                    (Audited)
 Year ended 31 December                                                  2025                                                           2024
                                                                         Before Exceptional items  Exceptional items(8)  Total          Before Exceptional items  Exceptional items(8)  Total
                                                                   Note  £'000                     £'000                 £'000          £'000                     £'000                 £'000
 Revenue from continuing operations                                5     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                                                   6    28,467                    (5,805)               22,662         22,143                    (10,924)              11,219
 Finance income                                                          211                       -                     211            2,161                     -                     2,161
 Finance costs                                                           (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                                                        7     (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 equity holders 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                                                             4     6.75p                     (2.13p)               4.62p          7.48p                     (4.17p)               3.31p
 Diluted                                                           4     6.62p                     (2.09p)               4.52p          7.35p                     (4.10p)               3.25p

 

 

(Note 8 Exceptional items are reconciled in the Financial Review.)

( )

 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                                                                                                                (Unaudited)  (Audited)
                                                                                                                                2025         2024
                                                                                                                                £'000        £'000
 Profit for the year                                                                                                            10,095       7,142
 Exchange differences on translation of foreign operations                                                                      8,028        (6,177)
 Gain/(loss) arising on cash flow hedges                                                                                        1,664        (3,104)
 Deferred tax (charge)/credit arising on cash flow hedges                                                                       (306)        664
 Total other comprehensive income/(loss) for the year                                                                           9,386        (8,617)
 Total comprehensive income/(loss) for the year                                                                                 19,481       (1,475)
 Total comprehensive income/(loss) for the year attributable to equity holders                                                  19,340       (1,523)
 of the parent
 Total comprehensive income for the year attributable to Non-controlling                                                        141          48
 interest

 

 

 

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                                            (Unaudited)                                                 (Audited)
                                                            31 December 2025                                            31 December 2024
                                                      Note  £'000                                                       £'000
 Assets
 Non-current assets
 Intangible assets                                                                92,731                                                      97,412
 Goodwill                                             11    112,693                                                     116,884
 Property, plant and equipment                              48,750                                                      45,871
 Deferred tax assets                                        -                                                           1,022
 Other receivables                                                                  1,219                                                    1,029
 Derivative financial assets                          10    12                                                          -
                                                                                   255,405                                                262,218
 Current assets
 Inventories                                          12    70,047                                                      55,259
 Trade and other receivables                                47,654                                                      52,451
 Current tax assets                                         2,436                                                       1,233
 Derivative financial assets                          10    1,213                                                       296
 Cash and cash equivalents                                  18,015                                                      17,039
                                                            139,365                                                     126,278
 Total assets                                               394,770                                                     388,496

 Liabilities
 Current liabilities
 Trade and other payables                                   30,951                                                      33,782
 Derivative financial liabilities                     10    -                                                           261
 Borrowings                                           9     11,370                                                      5,421
 Current tax liabilities                                    4,293                                                       1,780
 Lease liabilities                                                                     3,332                                                 3,087
                                                            49,946                                                      44,331
 Non-current liabilities
 Trade and other payables                                   1,177                                                       3,873
 Derivative financial liabilities                     10    -                                                           474
 Borrowings                                           9     57,101                                                      67,428
 Provisions                                           13    3,637                                                       -
 Deferred tax liabilities                                   13,085                                                      20,246
 Lease liabilities                                                                   9,720                                                10,628
                                                            84,720                                                      102,649
 Total liabilities                                          134,666                                                     146,980
 Net assets                                                 260,104                                                     241,516

 Equity
 Share capital                                        14    10,977                                                      10,892
 Share premium                                              37,844                                                      37,525
 Other reserve                                        14    20,686                                                      16,625
 Hedging reserve                                            918                                                         (440)
 Translation reserve                                        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                             14    1,313                                                       739
 Total equity                                               260,104                                                     241,516

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

                                                       Share capital  Share premium  Other reserve  Hedging reserve  Translation reserve  Retained earnings  Total Attributable to owners  Non-controlling interest  Total

                                                                                                                                                                                                                     equity
                                                       £'000          £'000          £'000          £'000            £'000                £'000              £'000                         £'000                     £'000
 At 1 January 2024 (Audited)                           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                                  -              -              3,086          -                -                    -                  3,086                         -                         3,086

 Excess Deferred tax on share-based payments           -              -              74             -                -                    -                  74                            -                         74
 Share options exercised                               27             52             12             -                -                    -                  91                            -                         91
 Changes in non-controlling interest                   -              -              -              -                -                    -                  -                             739                       739
 Dividends paid (Note 8)                               -              -              -              -                -                    (5,201)            (5,201)                       -                         (5,201)
 At 31 December 2024 (Audited)                         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/(expense)                  -              -              -              1,358            8,028                -                  9,386                         -                         9,386
 Total comprehensive income/(expense)                  -              -              -              1,358            8,028                9,954              19,340                        141                       19,481
 Share-based payments                                  -              -              4,140          -                -                    -                  4,140                         -                         4,140
 Excess Deferred tax on share-based payments           -              -              (128)          -                -                    -                  (128)                         -                         (128)
 Share options exercised                               85             319            49             -                -                    -                  453                           -                         453
 Changes in non-controlling interest                   -              -              -              -                -                    -                  -                             433                       433
 Dividends paid (Note 8)                               -              -              -              -                -                    (5,791)            (5,791)                       -                         (5,791)
 At 31 December 2025 (Unaudited)                       10,977         37,844         20,686         918              3,729                184,637            258,791                       1,313                     260,104

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

                                                                         (Unaudited)       (Audited)
                                                                         Year ended        Year ended
                                                                         31 December 2025  31 December 2024
                                                         Note            £'000             £'000
 Cash flows from operating activities
 Operating profit                                                        22,662            11,219
 Adjustments for:
 Depreciation                                                            8,036             6,453
 Amortisation - acquired intangible assets                               10,313            7,804
   - software intangibles                                                655               537
   - development costs                                                   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                                            4,140             3,086
 Taxation paid                                                           (5,333)           (5,050)
 Net cash inflow from operating activities                               32,587            19,489
 Cash flows from 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                     14          72                (54,132)
 Payment of contingent consideration                         13          (1,064)           (5,529)
 Net cash used in investing activities                                   (13,331)          (67,149)
 Cash flows from financing activities
 Dividends paid                                                          (5,791)           (5,201)
 Repayment of principal under lease liabilities                          (3,885)           (2,605)
 Repayment of loan                                              9        (11,452)          (62,192)
 Borrowings received                                            9        5,876             79,453
 Issue of equity shares                                        14        329               12
 Interest paid                                                           (4,045)           (3,989)
 Net cash used in 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

 

Notes Forming Part of the Condensed Consolidated Financial Statements

 

1.   Reporting entity

Advanced Medical Solutions Group plc ("the Company") is a public limited
company incorporated in England and Wales (registration number 02867684). 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").

 

The Group is a world-leading independent developer and manufacturer of
innovative tissue-healing technology, focused on quality outcomes for patients
and value for payers. AMS has a wide range of surgical products including
tissue adhesives, sutures, haemostats, internal fixation devices and internal
sealants, which it markets under its brands LiquiBand(®), RESORBA(®),
LiquiBandFix8(®), LIQUIFIX™, Peters Surgical, Ifabond, Vitalitec and
SEAL-G(®). AMS also supplies wound care dressings such as silver alginates,
alginates and foams through its ActivHeal(®) brand as well as under white
label. Since 2019, the Group has made seven acquisitions: Sealantis, an
Israeli developer of innovative internal sealants, Biomatlante, a French
developer and manufacturer of surgical biomaterials, Raleigh, a leading UK
coater and converter of woundcare and bio-diagnostics materials, AFS Medical,
an Austrian specialist surgical business, Connexicon, an Irish tissue
adhesives specialist, Syntacoll, a German specialist in collagen-based
absorbable surgical implants and Peters Surgical, a global provider of
specialty surgical sutures, mechanical haemostasis and internal cyanoacrylate
devices.

 

 

2.   Basis of preparation

These condensed unaudited consolidated financial statements have been prepared
in accordance with the accounting policies set out in the annual report for
the year ended 31 December 2024 except for new standards adopted for the year.

 

3.   Accounting policies

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.

 

While the financial information included in this preliminary announcement has
been prepared in accordance with the recognition and measurement criteria of
international accounting standards and International Financial Reporting
Standards (IFRSs) as adopted by the UK, this announcement does not itself
contain sufficient information to comply with IFRSs. The Group expects to
publish full financial statements that comply with IFRSs in April 2026.

 

The unaudited financial information set out in the announcement does not
constitute the Group's statutory accounts for the years ended 31 December 2025
or 31 December 2024. The financial information for the year ended 31 December
2024 is derived from the statutory accounts for that year, which have been
delivered to the Registrar of Companies. The auditor reported on those
accounts; their report was unqualified, did not draw attention to any matters
by way of emphasis without qualifying their report and did not contain a
statement under s498 (2) or (3) Companies Act 2006. The audit of the statutory
accounts for the year ended 31 December 2025 is not yet complete. These
accounts will be finalised on the basis of the financial information presented
by the Directors in this preliminary announcement and will be delivered to the
Registrar of Companies following the Group's annual general meeting.

 

The unaudited financial statements have been prepared on the historical cost
basis of accounting except as disclosed in the accounting policies set out in
the annual report for the year ended 31 December 2024.

 

Going concern

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 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.

 

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 issuing this preliminary
announcement. 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 this preliminary announcement.

 

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. The directors have, therefore, deemed it
appropriate to prepare the preliminary announcement on a going concern basis
but note the existence of a material uncertainty relating to any impact of the
lenders not extending the Facility. The preliminary announcement does not
include any adjustments that would result from the basis of preparation being
inappropriate.

 

New accounting standards not yet applied

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.

 

4.   Earnings per share

 

 

                                                                                    (Unaudited)       (Audited)
                                                                                     Year ended       Year ended
                                                                                    31 December 2025  31 December 2024
 Number of shares                                                                   '000              '000
 Weighted average number of ordinary shares                                         218,766           217,561
 Basic weighted average number of shares held by Employee Benefit Trust             (3,222)           (3,222)
 Weighted average number of ordinary shares for the purposes of basic earnings      215,544           214,339
 per share
 Effect of dilutive potential ordinary shares: share options, deferred annual       4,465             3,959
 bonus, Share Incentive Plan, LTIPs
 Weighted average number of ordinary shares for the purposes of diluted             220,009           218,298
 earnings per share

 

Basic EPS is calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of shares outstanding during the
year.

 

Diluted EPS is calculated on the same basis as basic EPS but with the further
adjustment to the weighted average shares in issue to reflect the effect of
all potentially dilutive share options. The number of potentially dilutive
share options is derived from the number of share options and awards granted
to employees where the exercise price is less than the average market price of
the Company's ordinary shares during the year.

 

 

Adjusted earnings per share

 

Adjusted EPS is calculated after adding back amortisation of acquired
intangible assets, exceptional items and movement in long-term acquisition
liabilities and their tax effect and is based on earnings of:

 

 

                                                                               (Unaudited)       (Audited)
                                                                               Year ended         Year ended
                                                                               31 December 2025  31 December 2024
                                                                               £'000             £'000
 Earnings
 Profit for the year being attributable to equity holders of the parent        9,954             7,094

 Exceptional items                                                             5,805             10,924
 Tax impact of adjusted items                                                  (290)             (3,857)
 Amortisation of acquired intangible assets                                    10,313            7,804
 Movement in long-term acquisition liabilities                                 42                (868)
 Unwind of inventory fair-value accounting                                     -                 1,726
 Adjusted profit for the year being attributable to equity holders of the      25,824            22,823
 parent

                                                                               pence             pence
 Basic EPS                                                                     4.62              3.31
 Diluted EPS                                                                   4.52              3.25
 Adjusted basic EPS                                                            11.98             10.65
 Adjusted diluted EPS                                                          11.74             10.45

 

 

The denominators used are the same as those detailed above for both basic and
diluted earnings per share.

 

The adjusted diluted EPS information is considered to provide an alternative
representation of the Group's trading performance, consistent with the view of
management.

 

5.      Segment information

 

Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly investments and related revenue, corporate
assets, head office expenses, exceptional items, income tax assets and the
Group's external borrowings. These are the measures reported to the Group's
Chief Executive for the purposes of resource allocation and assessment of
segment performance.

 

Business segments

The principal activities of the business units are as follows:

 

Surgical

Selling, marketing and innovation of the Group's surgical products either sold
directly by our sales teams or by distributors.

 

Woundcare

Selling, marketing and innovation of the Group's advanced woundcare products
supplied under partner brands, bulk materials and the ActivHeal(®) brand
predominantly to the UK NHS as well as bio diagnostics products following the
acquisition of Raleigh.

 

 

 

Segment information about these Business Units is presented below:

 

 Year ended                            Surgical  Woundcare  Consolidated

 31 December 2025
 (Unaudited)                           £'000     £'000      £'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
 Unallocated expenses                                       (975)
 Exceptional items                                          (5,805)
 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

 

 

 

 At 31 December 2025             Surgical  Woundcare  Consolidated

 (Unaudited)
 Other information               £'000     £'000      £'000
 Capital additions:
 Software intangibles            995       116        1,111
 Development                     3,522     609        4,131
 Property, plant and equipment   6,877     481        7,358
 Depreciation and amortisation   (18,141)  (3,256)    (21,397)
 Balance sheet
 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  Woundcare     Consolidated
 (Audited)                                    £'000     £'000         £'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

 

 

 

 At 31 December 2024
 (Audited)                              Surgical            Woundcare     Consolidated
 Other information                      £'000               £'000         £'000
 Capital additions:
 Software intangibles                   494                 78            572
 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)
 Balance sheet
 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

 

 

 

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.

 

                               (Unaudited)       (Audited)
                               Year ended        Year ended
                               31 December 2025  31 December 2024
 Segmental Revenue             £'000             £'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

 

 

The following table provides an analysis of the Group's total non-current
assets by geographical location:

 

                       (Unaudited)           (Audited)
                       31 December 2025      31 December 2024
 Segmental Assets      £'000                 £'000
 United Kingdom        46,173                46,027
 France                93,468                99,539
 Germany               67,903                64,538
 Rest of Europe        28,089                29,686
 Rest of world         19,772                22,428
                       255,405               262,218

 

 

 

 

6.      Operating profit

 

                                                                         (Unaudited)        (Audited)
   Year ended 31 December                                                Year ended         Year ended

                                                                         31 December 2025   31 December 2024
                                                                         £'000              £'000
 Operating profit is arrived at after charging:
 Depreciation of property, plant and equipment                           8,036              6,453
 Amortisation of:
 -  acquired 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              5,237
 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 loss                                               (675)              141

 

 

 

7.      Taxation

 

                                                                                      (Unaudited)        (Audited)
 Year ended 31 December                                                               Year ended         Year ended

                                                                                      31 December 2025   31 December 2024
                                                                                      £'000              £'000
 a) Analysis of charge for the year
 Current tax:
 Corporation Tax - current year                                                       6,772              5,044
 Corporation Tax - prior year                                                         (319)              140
                                                                                      6,453              5,184
 Deferred tax:
 Change in Deferred Tax - current year                                                981                (2,351)
 Change in Deferred Tax - prior year                                                  254                (152)
                                                                                      1,235              (2,503)
 Tax charge for the year                                                              7,688              2,681

 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.

 
                                                                                (Unaudited)                          (Audited)
 Year ended 31 December                                                         2025                                2024
                                                                                £'000                               £'000
 b) Factors affecting tax charge for the year
 Profit before taxation                                                         17,783                              9,823
 Profit multiplied by the weighted average Group tax rate of 24.4%              4,272                               2,850

 (2024: 29.0%)
 Effects of:
 Net expenses not deductible for tax purposes                                   435                                 157
 Patent Box Relief                                                              (1,180)                             (1,129)
 Derecognition of deferred tax assets                                           3,141                               -
 Deferred tax asset not recognised on current year losses                       1,462                               1,036
 Utilisation of losses on which Deferred tax asset has not been recognised      (149)                               (301)
 Share-based payments                                                           (293)                               68
 Taxation                                                                       7,688                               2,681

 

 

8.      Dividends

 

                                                                                     (Unaudited)       (Audited)
                                                                                     Year ended        Year ended
                                                                                     31 December 2025  31 December 2024
 Amounts recognised as distributions to equity holders in the year:                  £'000             £'000
 Final dividend for the year ended 31 December 2024 of 1.83p per ordinary share      3,954             3,556
 (2023: 1.66p)
 Interim dividend for the year ended 31 December 2025 of 0.85pp per ordinary         1,837             1,645
 share (2024: 0.77p)
                                                                                     5,791             5,201
 Proposed final dividend for the year ended 31 December 2025 of 2.01p (2025:         4,348             3,938
 1.83p) per Ordinary Share

 

 

 

 

9.      Net debt

 

The following table provides an analysis of the Group's net debt/cash:

 

                                                                       (Unaudited)       (Audited)
                                                                       31 December 2025  31 December 2024
 The following table provides an analysis of the Group's net debt      £'000             £'000

 Cash held at banks                                                    18,015            17,039
 Facility A borrowings                                                 (54,757)          (59,548)
 Facility B borrowings                                                 (5,973)           (11,902)
 Other Debt                                                            (6,981)           (1,372)
 Accrued interest                                                      (759)             (27)
  Net debt                                                             (50,455)          (55,810)

 

 

The Group's borrowings primarily relate to a credit facility from a syndicate
comprising HSBC and Natwest which includes a £55 million long term loan with
annual repayments of £5 million per year and a £30 million Revolving Credit
Facility. At the reporting date, £6 million of the Revolving Credit Facility
was utilised, leaving flexibility to draw a further £24 million to support
working capital needs in the future. Interest on both is based on SONIA plus a
margin of +1.50% (2024: +1.75%) based on the Group's net leverage. Post
year-end the facilities were extended from running to April 2027 to until
April 2028. The facilities run until April 2028 and the Group expects to use
its positive operational cash flow to repay these facilities over time.

 

The loan has covenants in place meaning the Group needs to comply with the
following financial conditions: 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.

 

 

                          (Unaudited)           (Audited)
                          31 December 2025      31 December 2024
 Financial covenants      Covenants  Actual     Covenants  Actual
 Minimum Interest Cover*  4.00:1     11.8       4.00:1     7.8
 Maximum Net Leverage**   3.00:1     1.0        3.00:1     1.2

 

 

Interest cover is calculated as a ratio of covenant-adjusted EBITDA to Net
Finance Charge in respect of any relevant period.

Net leverage is calculated as a ratio of Total Net Debt on the last day of
that relevant period to covenant-adjusted EBITDA in respect of that relevant
period.

 

 

10.    Financial derivatives

 

It is the policy of the Group to enter into forward foreign exchange contracts
to cover specific foreign currency payments and receipts.

 

The Group held the following financial instruments at fair value at 31
December 2025 which are categorised as a Level 2 measurement in the fair value
hierarchy under IFRS 13 Fair Value Measurements. The fair value amounts
presented below are the difference between the market value of equivalent
instruments at the Statement of Financial Position date determined using the
mid-market price and the contract value of the instruments. No profits or
losses are included in operating profit in the year (31 December 2024: £nil)
in respect of FVTPL contracts.

 

 

The following table details the forward foreign currency contracts to sell US
dollars outstanding as at the year end:

 

                                                   Foreign currency                 Fair value

                     Ave. exchange rate

                            2025          2024     2025              2024                  2025      2024
                            USD:£1        USD:£1   USD'000     USD'000           £'000                    £'000
 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
 7 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)

 

 

 

 

 

11.    Goodwill

 

                                           (Unaudited)       (Audited)
                                           31 December 2025  31 December 2024
 Movement in Goodwill                      £'000             £'000
 Balance at the beginning of the year      116,884           80,435
 Acquisitions                              -                 39,707
 Movement in Goodwill                      (4,191)           (3,258)
  Balance at the end of the year           112,693           116,884

 

Movement in Goodwill includes movements due to exchange differences

 

12.    Inventory

 

                       (Unaudited)       (Audited)
                       31 December 2025  31 December 2024
 At 31 December        £'000             £'000
 Raw materials         25,674            19,688
 Work in progress      11,306            9,617
 Finished goods        33,067            25,954
                       70,047            55,259

 

 

13.    Provisions

 

Provisions primarily relate to contingent consideration arising on
acquisition. A maximum potential earnout of €4.0 million relating to the
2023 acquisition of Connexicon has been recognised at fair value of £1.6
million (2024: £1.4 million). Contingent consideration relating to the 2019
acquisition of Sealantis is based on a percentage of sales and is recognised
at fair value of £1.3 million (2024: £1.3 million). Contingent consideration
arising on business combinations are categorised as a Level 3 measurement in
the fair value hierarchy under IFRS 13 Fair Value Measurements.

 

£0.4 million was paid in the year relating to the final AFS Medical EBITDA
milestone achieved in financial year 2024 following its acquisition in 2022.
£0.7 million was paid in the year relating to the Peters Surgical earn-out
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.

At 31 December 2024 the fair value recognised in respect of the AFS Medical
milestone was £0.4 million and in respect of Peters Surgical it was £0.8
million.

 

The Directors are not aware of any additional contingent liabilities faced by
the Group as at 31 December 2025 (31 December 2024: £nil).

 

14.    Equity

 

Share capital as at 31 December 2025 amounted to £10,977,000 (31 December
2024: £10,892,000). During the year the Group issued 1,692,879 shares in
respect of Share Options, LTIPS, Deferred Annual Bonus Scheme and the Share
Incentive Plan.

 

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 Investment in own
shares relates to shares held in trust on behalf of employees in respect of
the Share Incentive Plan.

 

In August 2025, the Group entered an agreement to acquire a controlling 49%
stake in PT Peters Surgical Indonesia, an Indonesia based manufacturer of
Sutures. The Group has considered the implications of IFRS10 - Consolidated
Financial Statements and determined that the Group controls the Company and
has therefore consolidated the assets, liabilities, revenues and expenses of
the Company into the consolidated financial statements, recognising a
non-controlling interest for the portion of the subsidiary's equity not owned
by the Group.

 

A non-controlling interest in Sutural, an Algeria based manufacturer and
distributor of Sutures, arose as a result of the 2024 acquisition of Peters
Surgical.

 

15.    Principal risks and uncertainties

 

Further detail concerning the principal risks affecting the business
activities of the Group is detailed on pages 71-77 of the Annual Report and
Accounts for the year ended 31 December 2024. There have been no significant
changes since the last annual report.

 

16.    Iran Conflict

 

The Group has a facility in Israel. The revenues and physical assets at these
facilities are not material to the Group.

 

17.    Events after the balance sheet date

 

As disclosed in the Integration and synergies section of the Chief executive's
review, 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. There have been no other material events subsequent to 31
December 2025.

 

18.    Alternative performance measures

 

 

 Reconciliation of Operating profit to Adjusted operating profit
                                            (Unaudited)                           (Audited)
                                            Year ended                             Year ended
                                            31 December 2025                      31 December 2024
                                            £'000                                 £'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
                                                                   (Unaudited)                   (Audited)
                                                                   Year ended                     Year ended
                                                                   31 December 2025              31 December 2024
                                                                   £'000                         £'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.

 

 Reconciliation of Gross margin to Adjusted gross margin
                                            (Unaudited)       (Audited)
                                            Year ended         Year ended
                                            31 December 2025  31 December 2024
                                            £'000             £'000
 Gross margin                               122,138           92,618
 Unwind of Inventory fair value accounting  -                 1,726
 Adjusted gross margin                      122,138           94,344

 

 

 

 

 

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            2024         Change at constant currency

                                 Re-translated   Reported

£ million
£ million
 Advanced Closure                48.6            43.4         12%
 Internal Fixation and Sealants  8.3             8.0          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                           184.0           135.8        36%

 

 

 Woundcare Business Unit           2025            2024         Change at constant currency

                                   Re-translated   Reported

£ million
£ million
 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         2024         Reported growth

                                          £ million    £ million
 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%

 

 

 

 Reconciliation of Reported Income tax expense to adjusted Income tax
                                                   (Unaudited)       (Audited)
                                                   Year ended         Year ended
                                                   31 December 2025  31 December 2024
                                                   £'000             £'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

 

 

 

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