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REG - Surgical Innovations - Final Results

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RNS Number : 6973K  Surgical Innovations Group PLC  30 May 2025

Surgical Innovations Group plc

("Surgical Innovations", the "Company", or the "Group")

 

Final Results

Results for the year ended 31 December 2024

 

Surgical Innovations Group plc (AIM: SUN), the designer, manufacturer and
distributor of innovative medical technology for minimally invasive surgery
("MIS"), reports its final results for the year ended 31 December 2024
("FY24") and announces a strong start to 2025, positioning the Company for
growth.

 

Financial highlights:

 

 ·         Revenue consistent at £11.95m (2023: £12.01m)
           Ø SI branded products, up 6.8% to £6.3m in the period (2023: £5.9m)
 ·         The underlying gross margins fell to 30.6% (2023: 37.9%)
 ·         Adjusted EBITDA(1) decreased slightly in 2024 to £0.05m (2023: £0.20m)
 ·         Adjusted EPS amounted to a loss of 0.07p per share (2023: 0.05p per share
           loss)
 ·         Net cash outflows from operations amounted to £0.08m (2023: inflows of
           £0.40m)
 ·         The Group's closing net cash(2) balances as of 31 December 2024 amounted to
           (£0.31m) (as at 31 December 2023: £0.36m)
 ·         Available gross cash resources totalling £1.21m (as at 31 December 2023:
           £2.20m), including an undrawn invoice discounting facility of £1.0m

 

(1) Adjusted EBITDA, calculated as operating loss of £0.79m adding back
depreciation £0.48m and amortisation £0.21m, and non recurring items
£0.15m.

(2) Net cash comprised of cash at bank of £0.2m (2023: £1.21m) less bank
borrowings £0.50m (2023: £0.85m), excluding leases under IFRS16.

 

Commercial and operational highlights:

 

 ·         Two new UK distribution contracts signed in April 2024, with Microline
           Surgical Inc and Peters Surgical
 ·         SI branded products saw strong growth across all key markets as sustainability
           continues to resonate with healthcare providers
 ·         Strong OEM sales performance, as supply chain issues were resolved and
           backorder position cleared
 ·         Successful UK launch of LogiTube™, addressing the obesity market, has been
           followed by a broader rollout across Europe and select APAC regions
 ·         Completed the overhead restructure, streamlined costs and reallocation of
           resources with benefits expected to be received in 2025
 ·         Charmaine Day and Paul Hardy stood down from their roles in April 2024 and in
           June 2024 as Chief Financial Officer and Non-executive Director respectively

 

Post period end highlights:

 

 ·         Appointment of Brent Greetham as Chief Financial Officer in February 2025

 

Current Trading & Outlook:

 

 ·         Sales for 2025 are tracking in line with management expectations, supported by
           sustainability-led growth and strong performance in Europe and APAC, both up
           12%
 ·         New product launches, including LogiTube™ and an upcoming illuminated
           version, are expanding the Company's presence in the obesity market across the
           UK, Europe, and the US
 ·         Cost-reduction initiatives focused on material optimisation and product
           redesign are being implemented to enhance margins and manufacturing efficiency
 ·         A new five-year UK distribution agreement with Microline and additional
           partnerships with Aspen, Cipher, and Veol broaden the portfolio and strengthen
           UK market positioning
 ·         The Company is well-positioned for growth in 2025, with momentum across key
           initiatives, a strong innovation pipeline, and continued focus on
           profitability and market expansion

 

 

Chairman of Surgical Innovations, Jonathan Glenn, said: "2025 has started on
a strong note, with all areas of the business demonstrating growth compared to
the previous year. Key sectors are trending higher than the same period in
2024, reflecting the positive momentum. The continued emphasis on
sustainability is driving new account acquisitions in key markets.

 

"With a strong start to 2025 and multiple strategic initiatives in motion, the
Company is well-positioned for growth and success. The combination of
sustainability-driven market expansion, targeted distribution partnerships,
and innovative product launches will reinforce the Company's competitive edge.
At the same time, ongoing cost-reduction efforts will enhance profitability
and ensure long-term sustainability. The recent extension of key distribution
agreements, along with new partnerships, further strengthens Elemental's
market presence and growth potential. As the year progresses, the Company
remains focused on capitalising on emerging opportunities, delivering
high-quality solutions, and driving value for both customers and
stakeholders."

 

This announcement has been made available online at
https://www.sigroupplc.com/investors-centre/
(https://www.sigroupplc.com/investors-centre/) .

 

Investor Presentation

David Marsh, Chief Executive Officer, and Brent Greetham, Chief Financial
Officer, will provide a live presentation relating to the final results via
the Investor Meet Company platform on Thursday 5 June at 16.00 BST.

 

The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
09.00. the day before the meeting or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to
meet Surgical Innovations Group plc via:

https://www.investormeetcompany.com/surgical-innovations-group-plc/register-investor
(https://url.uk.m.mimecastprotect.com/s/_fohCrAzh8Q463s7fnf4NtOV?domain=investormeetcompany.com)
. Investors who already follow Surgical Innovations Group plc on the
Investor Meet Company platform will automatically be invited.

 

 

 

For further information please contact:

 

 Surgical Innovations Group plc                                                www sigroupplc com (http://www.sigroupplc.com/)
 David Marsh, CEO                                                              Tel: 0113 230 7597
 Brent Greetham, CFO

 Singer Capital Markets (Nominated Adviser & Broker)                                                     Tel: 020 7496 3000
 Alex Bond / Oliver Platts

 Walbrook PR (Financial PR & Investor Relations)      Tel: 020 7933 8780 or si@walbrookpr.com (mailto:si@walbrookpr.com)
 Paul McManus / Lianne Applegarth                                              Mob: 07980 541 893 / 07584 391 303

 

 

About Surgical Innovations Group plc

The Group specialises in the design, manufacture, sale and distribution of
innovative, high quality medical products, primarily for use in minimally
invasive surgery. Our product and business development is guided and supported
by a key group of nationally and internationally renowned surgeons across the
spectrum of minimally invasive surgical activity.

 

We design and manufacture and source our branded port access systems, surgical
instruments and retraction devices which are sold directly in the UK home
market through our subsidiary, Elemental Healthcare, and exported widely
through a global network of trusted distribution partners. Many of our
products in this field are based on a "resposable" concept, in which the
products are part reusable, part disposable, offering a high quality and
environmentally responsible solution at a cost that is competitive against
fully disposable alternatives.

 

Elemental also has exclusive UK distribution for a select group of specialist
products employed in laparoscopy, bariatric and metabolic surgery, hernia
repair and breast reconstruction.

 

In addition, we design and develop medical devices for carefully selected OEM
partners and have also collaborated with a major UK industrial partner to
provide precision engineering solutions to complex problems outside the
medical arena.

 

We aim for our brands to be recognised and respected by healthcare
professionals in all major geographical markets in which we operate and
provide by development, partnership or acquisition a broad portfolio of cost
effective, procedure specific surgical instruments and implantable devices
that offer reliable solutions to genuine clinical needs, the Company's
Reposable portfolio enables healthcare providers to reduce both plastic waste
and their CO2 footprint as they strive for net zero.

 

 

Further information

Further details of the Group's businesses and products are available on the
following websites:

 

www.sigroupplc.com (http://www.sigroupplc.com)

www.surginno.com (http://www.surginno.com/)

www.elementalhealthcare.co.uk (http://www.elementalhealthcare.co.uk)

 

To receive regular updates by email, please contact si@walbrookpr.com
(mailto:si@walbrookpr.com)

 

 

 

 

Chairman's Statement

For the year ended 31 December 2024

 

Despite the challenges encountered at the outset of 2024, I am pleased to
report that the Company concluded the year with stable revenues, a
strengthened operational position, and a range of significant new
opportunities. These include the introduction of SI-branded products and the
expansion of distribution agreements within the UK. Although operational
challenges persisted throughout the period, the Board's strategic actions to
enhance operational efficiency, combined with sustained sales growth of
SI-branded products, provide a solid foundation for the business as it
progresses on a path of sustainable growth in 2025 and beyond.

 

Market overview

In today's market, healthcare providers continue to face the significant
challenge of reducing the backlog of surgeries, which remains above seven
million in the UK alone. Additionally, rising supply chain costs and ongoing
disruptions have led to backorders of critical components, impacting sales.
Despite these obstacles, the growing focus on environmental sustainability is
driving organisations to adopt greener practices, not only within their own
operations but across the wider healthcare sector. In response, healthcare
providers in our key markets are increasingly seeking sustainable solutions.
The Company's reposable™ technology aligns with this shift, positioning
Surgical Innovations to capitalize on the demand for sustainability as
surgical backlogs are gradually addressed.

 

Financial overview

 

Revenues of £11.95m compared to the previous year (2023: £12.01m) reflect
the challenging start to 2024, however, the Company reports strong growth in
SI branded products across most regions is encouraging, up 6.8% to £6.3m in
the period (2023: £5.9m), enhanced by the sustainability messaging.

 

The strong sales of SI branded products continue to grow evidencing the focus
on sustainability messaging. This focus on sustainable solutions for the
operating room has contributed to significant year-on-year sales increases in
key markets. In Europe, sales reached £1.73 million (2023: £1.47m), while
APAC saw £1.16 million (2023: £0.99m), and ROW contributed £0.53 million
(£0.48m). These results underpin the growing momentum of our sustainability
messaging, which have continued to resonate strongly with customers and
partners.

 

The UK business (Distribution / OEM) encountered several significant
challenges that impacted revenue, with sales declining to £5.4m (2023:
£6.10m). Early-year disruptions from NHS industrial action and NHSSC
inventory realignment affected performance. However, opportunities for
SI-branded products, supported by key account conversions, are expected to
drive growth in 2025.

 

Challenges remain in the US market, where sales declined to £1.13m (2023:
£1.36m). In response, the Company continues to explore opportunities to
enhance our route to strengthen its market approach and drive growth in the
region. This includes a structured sales training program and co-travelling
efforts to reinforce sustainability messaging with healthcare providers. The
bandwidth challenges have delayed the search for new distribution channels for
the scissor business beyond the South-eastern states as the international team
has focused on regions where there are significant growth opportunities.

 

Operational and supply chain challenges have impacted margins and
efficiencies, driven by inflationary pressures on key components, extended
lead times, and complex regulatory requirements. These factors have
collectively constrained profitability. To address these issues, a project
focused on reducing operational overheads was completed in early Q3, with the
benefits beginning to be realised in H2 and expected to continue into 2025.

 

Adjusted EBITDA decreased slightly to £0.05m (£0.20m in 2023) due to the
operational and supply chain challenges cited above. This led to an adjusted
loss before tax(1) for the full year of £0.74m, (2023: loss of £0.69m).
Adjusted Loss Per Share amounted to 0.21 pence (compared to earnings of 0.06
pence in 2023).

 

Throughout the financial year, the Group experienced a cash outflow of £0.1m
from operations (2023: cash inflow of £0.26m). Capital expenditure was
reduced to £0.1m (2023: £0.3m). While product innovation remains a key
strategic pillar, total investment in research expenses for the year amounted
to 9.6% of revenue (2023: 9.2%). The Group's closing net cash(2) balances as
of 31 December 2024 amounted to (£0.31m) (as of 31 December 2023: £0.36m),
with available gross cash resources totalling £1.2m (2023: £2.20m),
including an undrawn invoice discounting facility of £1.0m.

 

(1) Adjusted profit measures and reconciliation to reported measures set out
below.

(2) Net cash comprised of cash at bank of £0.2m (2023; £1.21m) less bank
borrowings £0.50m (2023: £0.85m), excluding leases under IFRS16.

 

Strategy and development

The Group specialises in the design, manufacture, sale, and distribution of
innovative, high-quality medical products, primarily for use in minimally
invasive surgery. We develop, manufacture, and source our branded port access
systems, surgical instruments, and retraction devices, which are sold directly
in the UK through our subsidiary, Elemental Healthcare, and widely exported
via a trusted global distribution network. Many of our products are based on a
"resposable" concept-combining reusable and disposable components-to provide a
high-quality, cost-effective, and environmentally responsible alternative to
fully disposable solutions.

 

Elemental Healthcare also holds exclusive UK distribution rights for a select
range of specialist products used in laparoscopy, bariatric and metabolic
surgery, hernia repair, breast reconstruction, upper GI, and colorectal
procedures. Additionally, we design and develop medical devices for carefully
chosen OEM partners and collaborate with a major UK industrial partner to
deliver precision engineering solutions for complex challenges beyond the
medical sector.

 

Our goal is for our brands to be recognized and trusted by healthcare
professionals in all key markets where we operate. Through internal
innovation, strategic partnerships, and acquisitions, we offer a comprehensive
portfolio of cost-effective, procedure-specific surgical instruments and
implantable devices-delivering innovative solutions to real clinical needs in
the operating theatre.

 

Regulatory and new product development

The regulatory pathway for the EU Medical Device Regulation (MDR) remains on
track, despite delays in the transition process, which have shifted the
notified body's focus to more immediate priorities. The Company's Quality
Management System, technical files, and microbiology data have been fully
aligned with MDR requirements, successfully audited by BSI, and fully
approved.

 

Progress on product technical files continues, with two out of three already
approved for MDR and the final file currently undergoing clinical review.
Additionally, the UKCA mark has been secured, and another successful
completion of the Medical Device Single Audit Program (MDSAP) audit has been
achieved. While the ongoing investment in regulatory compliance places a
financial strain on the business, achieving these standards is a significant
milestone and establishes a strong barrier to entry for competitors.

 

Despite delays in the regulatory process for new products, investment in
product development remains ongoing. Cost-reduction initiatives for the
YelloPort Elite range continue, with a focus on exploring new materials and
design modifications to drive efficiency. In Q4, the introduction of the 5mm
Optical in key markets further strengthened the portfolio. Regulatory delays
have delayed the launch of the Logi Dissect and Grasp instruments, now
rescheduled for late 2025, early 2026.

 

Investment in new product development underscores our commitment to
sustainability, with a strong emphasis on accelerating time-to-market and
implementing cost-saving measures to enhance profitability. The successful UK
launch of LogiTube™, a gastric calibration tube designed to address the
specific needs of the obesity market, has been followed by a broader rollout
across Europe and select APAC regions. This product line will soon be expanded
with the introduction of an illuminated version, aimed at improving patient
safety. Both LogiTube™ models are expected to be registered in the USA by
the end of Q4 2025.

 

Operational update

Key efficiency initiatives are starting to deliver tangible results, as
evidenced by the improvements in H2. The overhead restructuring, aimed at
streamlining costs and reallocating resources toward strategic priorities, was
successfully completed in Q3 2024. With relatively low investment, the Group
has implemented automation in key functions to modernize operations, further
reducing overhead costs and enhancing quality control consistency to
strengthen our product offering. While progress in reducing inventory has been
slower than anticipated, a renewed focus in 2025 will help release cash and
improve cash flow.

 

Overall, these initiatives represent a concerted drive to improve operational
efficiencies, maximise productivity, and reduce costs across the organisation.
The company expects to see the benefits of such initiatives in 2025.

 

Board and executive management update

 

Paul Hardy stood down from his role as Non-executive Director having announced
his intention to stand down from the board at the AGM in June 2024, following
over eight years in the post. Charmaine Day also left the Group from her
position as Chief Financial Officer ('CFO') in April 2024, to pursue other
opportunities, after being with the Group since 2012. The board would like to
thank both Paul and Charmaine for their dedication to the Company and wish
them well with their endeavors in the future.

 

Chris Martin joined the board in July 2024 as CFO and Executive Director
however in early February 2025 informed the Company of his intention to pursue
another opportunity.  The Board responded and appointed Brent Greetham as CFO
on the 24 February 2025. Brent brings with him over 25 years' experience in
the life sciences sector, having held senior finance leadership roles in
various life science, biotech, and manufacturing organisations. His most
recent role was with Charles River Laboratories, where he served as the Senior
Finance Director for their Discovery division for nearly seven years. Prior to
this, from 2011, Brent held finance leadership roles with Thermo Fisher
Scientific, Gilead Sciences and Mission Therapeutics. Brent became a Chartered
Accountant in 2004, having initially studied at Sheffield Hallam University,
obtaining a degree in Accounting and Finance. Brent began his career in 1998
with the Grampian Country Food Group.

 

Current trading and outlook

2025 has started on a positive note, with overall sales in line with
management expectations, reflecting the momentum in the business. The
continued emphasis on sustainability is driving new account acquisitions in
key markets, notably in Germany, where our Resposable™ devices are at the
forefront of a 20-site Green Surgery trial. A targeted focus on key
distribution partners, particularly in Europe and APAC-both showing 12%
growth-is proving highly effective and will be a key driver of sustained
expansion throughout 2025.

 

Despite a slowdown in product development due to the MDR, the Company has
identified significant opportunities, particularly through new product
launches in the obesity market. Following the successful introduction of
LogiTube™ in the UK, we expanded into Europe in April 2024, with a US
rollout planned later this year, subject to regulatory approval. Additionally,
an illuminated version of this device is expected to launch in the UK and
Europe in H2 2025, enhancing patient safety and expanding opportunities within
the obesity market. These strategic launches reinforce our commitment to
innovation and our ability to capitalise on emerging market needs in all
regions.

 

To further strengthen profitability, and in addition to cost saving measures
taken in 2024, further cost-reduction initiatives are being implemented to
enhance the margins of key Reposable™ products. These projects focus on
optimising material selection and implementing functional redesigns to reduce
manufacturing costs while maintaining or improving product performance. By
leveraging advanced materials and streamlining design processes, the Company
aims to enhance efficiency, reduce waste, and drive down production expenses.
These efforts not only support margin improvements but also ensure that
products remain competitive in the market, offering enhanced value to
customers without compromising quality or functionality.

 

In addition, during 2024, Elemental has secured a new five-year exclusive UK
distribution agreement with Microline Surgical Inc. ("Microline"), a
Boston-based company, extending a partnership that began in 2007. Under this
agreement, Elemental will continue distributing Microline products through
2029, with projected sales of approximately £9 million over the contract
term. The Company has also signed new agreements with Cipher Surgical Ltd.
("Cipher"), Aspen Surgical Inc., and Veol Medical Technologies, broadening its
portfolio with an exciting range of medical devices for the UK healthcare
market. Notably, both Aspen and Cipher have existing UK revenue streams that
Elemental will now manage. Additional distribution opportunities are actively
being negotiated to further enhance Elemental's market presence.  New account
conversions in the UK for SI Branded will also strengthen sales to drive
growth in 2025.

 

With a positive start to 2025 and multiple strategic initiatives in motion,
the Company is well-positioned for growth and success. The combination of
sustainability-driven market expansion, targeted distribution partnerships,
and innovative product launches will reinforce the Company's competitive edge.
At the same time, ongoing cost-reduction efforts will enhance profitability
and ensure long-term sustainability. The recent extension of key distribution
agreements, along with new partnerships, further strengthens Elemental's
market presence and growth potential. As the year progresses, the Company
remains focused on capitalising on emerging opportunities, delivering
high-quality solutions, and driving value for both customers and stakeholders.

 

Jonathan Glenn

Non-executive Chairman

30 May 2025

 

Operating and Financial Review

 

Operational overview

 

People

Our employees are key to our business strategy, and we aim to attract, retain
and develop talented individuals.

 

 

Supply chain

Although supply chain disruptions eased to some extent, challenges remained
throughout 2024, particularly with prolonged lead times on components
affecting production efficiency. However, strengthened relationships with key
suppliers, supported by strategic investments in personnel, have led to
noticeable improvements. A thorough review of these initiatives will continue
into 2025 as part of the ongoing operational improvement plan.

 

 

Financial overview

 

Revenue

 

 In 2024, the Group saw year over year revenues reduce by 0.6% to £11.9m,
 compared to £12.0m in the prior financial year. However, revenues from the
 sale of Surgical Innovations Branded (SI Branded) products saw robust growth
 of 7.6% to £6.4m, compared to £5.9m in 2023.

 Distribution sales encompass third-party products that complement the
 manufactured product portfolio. In 2024, this segment contributed 30.2% of the
 revenue, falling from 2023 levels (35.4%)

 Overall, OEM sales experienced robust growth, reaching £1.9m in 2024 compared
 to £1.8m in 2023. However, this growth was hindered by external factors in
 the supply chain, ongoing from 2024.

 H2 saw some softness in some regions, as strong growth in the APAC region
 (+10.8%) was offset by headwinds in other regions.

 The UK market continues to play a substantial role in the Group's overall
 revenue, representing 62% (2023 64%) of the total. This revenue is
 predominantly attributed to third-party distribution products sold by our
 subsidiary, Elemental Healthcare Ltd, but also includes OEM sales.

 Year-on-year growth is evident in our key markets, with our sustainability
 drive gaining momentum. This trend is especially pronounced in Canada, where a
 change in distributor has reignited the sustainability drive, leading to
 substantial conversions among key accounts.

 Year on year growth saw double digit growth in our Europe, APAC and ROW
 territories. Across the UK region sales were broadly flat, whilst challenges
 persist in the US market

 

 

Margins

 

                                                                                  2024     2023

 For margin analysis, the Group has divided the assessment between the            £'000
 underlying gross margin and the overall contribution margin.                     £'000

                                                                                Revenue                           11,945   12,014
                                                                                  Cost of Sales                     (8,284)  (7,461)

                                                                                Underlying Gross Margin           3,661    4,553
 The underlying gross margins fell below the target range, registering at 30.6%   Underlying Gross Margin %         30.6%    37.9%
 (2023: 37.9%).                                                                   Net Cost of Manufacturing(1)      (225)    (1,105)

                                                                                Contribution Margin               3,436    3,448
                                                                                  Contribution Margin %             28.8%    28.7%

 The reported contribution margin increased to 28.8% (2023 28.7%) during the
 year.

 We continue to focus upon our manufacturing operations including our supply
 chain, on an ongoing basis.

 Furthermore, given the mounting pressure on both direct and indirect costs, a
 thorough review of absorption rates has been undertaken.

 The emphasis on continuously improving margins is anticipated to remain a top
 priority throughout the current year.

 

1. The net cost of manufacturing reflects the shortfall in recovering both
fixed and variable costs, encompassing both direct and indirect expenses.

 

 

Use of adjusted measures

 

Adjusted KPIs are used by the Board to understand underlying performance and
exclude items which distort comparability, as well as being consistent with
broker forecasts and measures. The method of adjustments is consistently
applied but is not defined in International Financial Reporting Standards
(IFRS) and, therefore, are considered to be non-GAAP (Generally Accepted
Accounting Principles) measures. Accordingly, the relevant IFRS measures are
also presented where appropriate.

 

 

 Adjusted EBITDA                                                              Disclosure notes  EBITDA(1)

                                                                            Operating Loss                                       (£0.791m)
                                                                              Depreciation                                         £0.48m

                                                                            Amortisation                                         £0.21m
                                                                              EBITDA as stated:                                    (£0.10m)

                                                                            Share based payments                                 £0.00m
 Adjusted EBITDA serves as a key measure of business performance, offering    Other expense/non-recurring items   3                £0.15m
 insight into the underlying performance of the Group. This metric excludes   Adjusted Measure                                     £ 0.05m
 items that may distort comparability, such as the charge for share-based

 payments, which is a non-cash expense typically excluded from market
( )
 forecasts.

                                                                            (1)EBITDA is defined as earnings before interest, taxation, depreciation and
                                                                              amortisation (including impairment). EBITDA is calculated as operating loss of

                                                                            £0.791m adding back depreciation £0.48m and amortisation £0.21m.
 Adjusted EBITDA decreased slightly to 2024 to £0.05m (£0.20m in 2023).

( )

(1)EBITDA is defined as earnings before interest, taxation, depreciation and
amortisation (including impairment). EBITDA is calculated as operating loss of
£0.791m adding back depreciation £0.48m and amortisation £0.21m.

 

 

 

 

Financial position

Capital expenditure on tangible assets decreased compared to the prior year,
amounting to £0.1m in 2024 (2023: £0.3m). The Group remains committed to
reviewing its capital expenditure and will continue to enhance its investment
plans. A review of the business priorities and operational improvements will
guide our focus in this area as we move further into 2025.

 

Investment in new product development continues, with investment in the year
of £0.27m (2023: £0.41m). Further additions to the YelloPort Elite range saw
the introduction of XL cannula to allow for the soft insertion of Laparoscopic
Staplers routinely used in Bariatric surgery. Following the successful launch
of the LogiTube Gastric Calibration Tube work began on a novel illuminated
version to enhance patient safety, this is expected to be launched in Q3 2025.

As part of the annual review development expenditure underwent impairment
testing, and it was determined that all current projects continue to provide
economic benefit. Therefore, no direct impairment was recognised in 2024
(compared to nil in 2023).

 

A review of the goodwill arising from the acquisition of Elemental Healthcare
Ltd was conducted to assess further impairment. The trading environment in the
UK market was significantly affected by the pandemic throughout 2020 and
continued into 2021, resulting in a cumulative impairment of £2.76m. However,
the UK market has exhibited strong signs of recovery, which has persisted into
2023. With increased visibility on the outlook, the Directors anticipate
improved forecasting of future net inflows on this cash-generating unit (CGU).
Based on this assessment, the recoverable amount of the CGU exceeds its
carrying value by £0.56m.

 

The presence of several impairment indicators within the business this year
necessitated a broader consideration of asset impairment beyond goodwill. A
review of the CGU of Surgical Innovations Ltd was conducted, and based on the
assessment, the amount of the CGU exceeds its recoverable amount by £1.16m
(see note 4).

 

Working Capital

 

Inventory levels continue to be managed with a view to mitigating risks
associated with extended lead times, with the primary focus being on
mitigating exposure to key components. Inventory holdings were £3.0m at the
year-end (2023: £2.85m).

Trade receivables increased to £1.7m at the year-end (2023: £1.58m), with
minimal risk associated with overdue balances. Trade creditors decreased over
the same period (2024: £1.14m, 2023: £1.17m).

 

Net cash outflows from operations amounted to £0.1m in 2024, compared to
inflows of £0.40m in 2023.

 

The Group concluded the year with net cash balances of (£0.31m) (excluding
leases), compared with an opening net cash balance of £0.36m. Total gross
cash resources available amounted to £1.21m (compared to £2.20m as of
December 31, 2023), including an undrawn invoice discounting facility of
£1.0m.

 

The Group recorded a corporation tax credit of £0.1m in the year. (2023:
credit of £0.20m). Overall, the Group continues to hold substantial tax
losses on which it holds a cautious view, and consequently the Group has
chosen not to recognise those losses.

 

Key Performance Indicators ("KPIs")

The Group considers the key performance indicators of the business to be:

 

                                                                                        2024       2023     Target Measure
 Underlying Gross Profit Margin  Gross profit (before net manufacturing cost)/ revenue  30.6%      37.9%    >40%
 Direct Gross Profit Margin      Gross profit / revenue                                 28.8%      28.7%    >40%
 Net Cash/(Net Debt)(1)          Cash less debt                                         (£0.31m)   £0.36m   N/A

 

1.              Net cash is stated after bank borrowings £0.50m
(2023: £0.85m), excluding leases under IFRS16.

 

 

Reconciliation of adjusted KPI / measures;

                                    Disclosure notes  EBITDA(2)
 Operating loss                                       (£0.791m)
 Depreciation                                         £0.48m
 Amortisation                                         £0.21m
 EBITDA as stated                                     (£0.10m)
 Share based payments                                 £0.00m
 Other expense/non-recurring items   3                £0.15m
 Adjusted Measure                                     £ 0.05m

 

 

2.              EBITDA is defined as earnings before interest,
taxation, depreciation and amortisation (including impairment). EBITDA is
calculated as operating loss of £0.791m adding back depreciation £0.48m and
amortisation £0.21m. TDA is defined as earnings before interest, taxation,
depreciation and amortisation (including impairment).

 

 

 Earnings per share                          EPS
 Basic EPS                                   (0.21p)
 Loss attributable to shareholders           (£1.94m)
 Add: Share based payments                   £0.00m
 Add: other expense/non-recurring items      £0.15m
 Add: Impairment loss                        £1.16m
 Adjusted loss attributable to shareholders  (£0.63m)
 Adjusted EPS                                (0.07p)

 

 

 

Principal risks and uncertainties

The management of the business and the nature of the Group's strategy are
subject to a number of risks which the Directors seek to mitigate wherever
possible. The principal risks are set out below.

 

 

 Issue                                         Indication of risk on prior year                          Risk and description                                                             Mitigating actions
 Funding risk                                  Risk increased on prior year                             The Group currently has a mixture of borrowings comprising a balance of          Liquidity and covenant compliance is monitored carefully across varying time
                                                                                                        £0.50m CBILS arrangement, with additional headroom of an undrawn £1.0m           horizons to facilitate short term management and also strategic planning. This
                                                                                                        invoice discounting facility. The Group remains dependent upon the support of    monitoring enables the management team to consider and to take appropriate
                                                                                                        these funders and there is a risk that failure in particular to meet covenants   actions within suitable time frames.
                                                                                                        attaching to the CBILS could have financial consequences for the Group.

 Margin erosion due to operational challenges  Risk increased on prior year                             The Group encountered operational inefficiencies, resulting in a natural          A comprehensive operational review of both manufacturing operations and the
                                                                                                        erosion of the gross margin in the second half of the year.                      supply chain has been conducted. Measures have already been implemented,

                                                                                including an internal restructure of the business to drive operational savings
                                                                                                                                                                                         and enhance efficiencies and productivity.

                                                                                                                                                                                         As part of this evaluation, the Group has implemented a redundancy plan and
                                                                                                                                                                                         transitioned from average costing to standard costing in early 2024.The
                                                                                                                                                                                         emphasis on continuously improving margins is anticipated to remain a top
                                                                                                                                                                                         priority throughout the current year.

 Shortage of skilled labour                    Existing risk remains at the same level from prior year  Attracting and retaining key skilled personnel.                                  Investment in people remains a central focus of our business strategy, aimed
                                                                                                                                                                                         at retaining, attracting, and developing talented individuals.

                                                                                                                                                                                         In 2024, the Company underwent a significant restructuring, which had a
                                                                                                                                                                                         notable impact on our staff. We worked closely with our personnel to minimize
                                                                                                                                                                                         disruptions and provide support to those affected. Throughout the process, we
                                                                                                                                                                                         maintained regular communication on company performance to offer reassurance
                                                                                                                                                                                         and transparency to our team.

 Issue                                         Indication of risk on prior year                          Risk and description                                                             Mitigating actions
 Customer concentration                        Existing risk remains at the same level from prior year  The Group exports to over thirty countries and distributors around the world,    The majority of distributors, including the most significant, are well

                                                                                                      but certain distributors are material to the financial performance and           established and their relationship with the Group spans many years. Credit
                                                                                                        position of the Group. (As disclosed in note 2 to the financial statements,      levels and cash collection is closely monitored by management, and issues are

                                                                                                      one customer accounted for 15.7% of revenue in 2024 and the loss, failure or     quickly elevated both within the Group and with the distributor.
                                                                                                        actions of this customer could have a severe impact on the Group).

 Foreign                                       Risk increased on prior year                             The Group's functional currency is UK Sterling; however, it makes significant    The Group monitors currency exposures on an on-going basis and enters into

                                                                                                      purchases in Euros and US Dollars.                                               forward currency arrangements where considered appropriate to mitigate the
 exchange risk
                                                                                risk of material adverse movements in exchange rates impacting upon the

                                                                                                                                                                                       business. Euro and US Dollar cash balances are monitored regularly and spot

                                                                                rate sales into sterling are conducted when significant currency deposits have

                                                                                                      The hedging of US Dollars and Euros is typically achieved through sales,         accumulated. The accounting policy for foreign exchange is disclosed in
                                                                                                        creating a natural hedge. Nevertheless, shifts in the supply chain dynamics      accounting policy 1d.

                                                                                                      have resulted in a rise in the volume of foreign transactions.

 Regulatory                                    Existing risk remains at the same level from prior year  As an international business a significant proportion of the Group's products    The Group has a dedicated Compliance department which assists product

                                                        require registration from national or federal regulatory bodies prior to being   development teams with support as required to minimise the risk of regulatory
 approval                                                                                               offered for sale. The majority of our major product lines have FDA approval in   approval not being obtained on new products and ensures that the Group

                                                        the US and we are therefore subject to MDSAP audit and inspection of our         operates processes and procedures necessary to maintain relevant regulatory
                                                                                                        manufacturing facilities.                                                        approvals.

                                                                                                        There is no guarantee that any product developed by the Group will obtain and    Whilst there is no guarantee that this will be sufficient, the Group has

                                                        maintain national registration or that the Group will always pass regulatory     invested in people with the appropriate experience and skills in this area
                                                                                                        audit of its manufacturing processes. Failure to do so could have severe         which mitigates this risk significantly.

                                                        consequences upon the Group's ability to sell products in the relevant

                                                                                                        country.

                                                                                                                                                                                         MDR transitions are well underway and completed for all but one range. We have

                                                                                an extension to current MDD certificates as approved by the EU for this
                                                                                                        The Group has until the end of 2028 to transition the current product            product.

                                                        portfolio to fall under the Medical Device Regulations (MDR), currently held
                                                                                                        under Medical Device Directive (MDD). Time constraints of BSI the notified

                                                        body are out of our control.

 Economic factors                              Existing risk remains at the same level from prior year

                                                                                                        The business has been affected by rising employment costs and raw material       Raw material purchases undergo a continual review, with economies of scale

                                                                                                      expenses, and it is acknowledged that these pressures are likely to persist      applied. Investment in the supply chain will yield benefits through enhanced
                                                                                                        into 2025.                                                                       supplier relations, while more effective inventory management will mitigate

                                                                                further exposure.

                                                                                                        Despite reducing levels of UK inflation in 2024, supply chain costs have

                                                                                                        persisted in rising. This is expected to persist throughout 2025 as inflation    Increases in the cost of goods are mitigated and passed on where possible.
                                                                                                        moves upwards.

                                                                                As a result of the introduction of tariffs by the US, and the evolving nature
                                                                                                        There are also pressures upon labour costs, as a result of the 6.7% increase     of these tariffs, current global trade realignments are, on balance, creating
                                                                                                        in the National Living Wage in early 2025.                                       competitive advantages for our UK-based manufacturing. Our supply chain

                                                                                remains well-positioned to navigate this evolving landscape with minimal
                                                                                                                                                                                         disruption anticipated, and the potential for market share gains

                                                                                                        Supply chain delays in both raw materials and finished goods have affected the
                                                                                                        business throughout 2024, though the impact has been less severe compared to
                                                                                                        the previous year.  Some disruption is expected in 2025

                                                                                                        U.S. tariffs introduce near-term complexity

 

Jonathan Glenn

30 May 2025

 

 

 

 

 

 

 Consolidated statement of comprehensive income

 for the year ended 31 December 2024

                                                                                                                                                                                                                                                            2024                             2023
                                                                                                                                                                                                                                Notes                          £'000                          £'000
 Revenue                                                                                                                                                                                                                        2                           11,945                        12,014
 Cost of sales                                                                                                                                                                                                                                        (8,509)                       (8,566)
 Gross profit                                                                                                                                                                                                                                         3,436                         3,448
 Other operating expenses                                                                                                                                                                                                                                  (4,227)                       (4,044)

 Operating loss                                                                                                                                                                                                                 3                               (791)                         (596)
 Impairment costs                                                                                                                                                                                                                                     (1,160)                       -
 Finance costs                                                                                                                                                                                                                                          (99)                          (132)
 Loss before taxation                                                                                                                                                                                                                                 (2,050)                       (728)
 Taxation credit                                                                                                                                                                                                                                      107                           219
 (Loss)/profit and total comprehensive Income                                                                                                                                                                                                         (1,943)                       (509)

 (Loss)/profit per share, total and continuing
 Basic                                                                                                                                                                                                                                                 (0.21p)                       (0.06p)
 Diluted                                                                                                                                                                                                                                              (0.21p)                       (0.06p)
 The Consolidated statement of comprehensive income above relates to continuing
 operations.

 

(Loss) / profit and total comprehensive income relate wholly to the owners of
the parent Company.

 

Consolidated statement of changes in equity

for the year ended 31 December 2024

 

                                                                Share                         Share                                   Capital     Merger      Retained
                                                                capital                       premium                                 reserve     reserve     earnings      Total
                                                         Notes  £'000                         £'000                                   £'000       £'000       £'000         £'000
 Balance as at 1 January 2023                                   9,328                         6,587                                   329         1,250       (6,531)       10,963
 Share based payment                                                        -                                  -                      -           -           30            30
 Total - transactions with owners                               -                             -                                       -           -           30            30
 Profit and total comprehensive income for the period           -                             -                                       -           -           (509)         (509)
 Balance as at 31 December 2023                                 9,328                         6,587                                   329         1,250       (7,010)       10,484
 Share based payment                                                        -                                  -                      -           -           -             -
 Total - transactions with owners                               -                             -                                       -           -           -             -
 Loss and total comprehensive income for the period             -                             -                                       -           -           (1,943)       (1,943)
 Balance as at 31 December 2024                                 9,328                         6,587                                   329         1,250       (8,953)       8,541

 

The merger reserve arose from a business combination in 2017

 

 

 

 

 

 Consolidated balance sheet

 at 31 December 2024

                                                                                                                                        2024

                                                                                                                                                             2023

                                                                            Notes                                                       £'000                £'000
 Assets
 Non-current assets
 Property, plant, and equipment                                                                                                                701        898
 Right-of-use assets                                                                                                                           794        804
 Intangible assets                                                                                                                       5,423             6,529
                                                                                                                                        6,918             8,231
 Current assets
 Inventories                                                                                                                                2,969         2,854
 Trade and other receivables                                                                                                                2,156         2,023
 Cash at bank and in hand                                                                                                                   195           1,212
                                                                                                                                            5,320         6,089
 Total assets                                                                                                                             12,238          14,320
 Equity and liabilities
 Equity attributable to equity holders of the parent company
 Share capital                                                                                                                              9,328         9,328
 Share premium account                                                                                                                      6,587         6,587
 Capital reserve                                                                                                                               329        329
 Merger reserve                                                                                                                             1,250         1,250
 Retained earnings                                                                                                                        (8,953)         (7,010)
 Total equity                                                                                                                             8,541           10,484
 Non-current liabilities
 Borrowings                                                                 5                                                                 150         502
 Dilapidation provision                                                                                                                       165         165
  Lease liability                                                                                                                             547         549
                                                                                                                                           862            1,216
 Current liabilities
 Trade and other payables                                                   6                                                              1,603             1,632
 Accruals                                                                                                                                     689          377
  Borrowings                                                                5                                                                 352         352
  Lease liability                                                                                                                             191         259
                                                                                                                                           2,835                    2,620
 Total liabilities                                                                                                                         3,697          3,836
 Total equity and liabilities                                                                                                            12,238            14,320

 The accompanying accounting policies and notes form part of the financial
 statements.

 

 

 

 

 

 Consolidated cash flow statement

 for the year ended 31 December 2024
                                                                        2024             2023

                                                               £'000                  £'000
 Cash flows from operating activities
 (Loss)/Profit after tax for the year                          (1,943)                (509)
 Adjustments for:
 Taxation                                                      (107)                  (219)
 Finance costs                                                 99                     131
 Depreciation of property, plant and equipment                 265                    244
 Amortisation and impairment of intangible assets          4   1,374                  279
 Depreciation Right-of-Use assets                              213                    234
 Share-based payment charge                                    -                      30
 Foreign exchange                                              (18)                   27
  Decrease/(Increase) in inventories                           (115)                  308
 Decrease/(Increase) in trade and other receivables            (133)                  34
 (Decrease)/Increase in payables                               283                    (299)
 Cash (used in) / generated from operations                    (82)                    260
 Taxation received                                             107                    219
 Interest paid                                                 (99)                   (79)
 Net cash (used in) / generated from operating activities      (74)                   400

 Cash flows from investing activities
 Payments to acquire property, plant and equipment             (67)                   (284)
 Development cost additions                                4   (268)                  (404)
 Net cash (used in) / generate from investing activities       (335)                  (688)

 Repayment of bank loan                                    5   -                      -
 Repayment of CBILS                                        5   (353)                  (353)
 Repayment of lease liabilities                                (273)                  (319)
 Net cash (used in) / generated from financing activities      (626)                  (672)
 Net decrease in cash and cash equivalents                     (1,035)                (960)
 Cash and cash equivalents at beginning of year                1,212                  2,199
 Effective exchange rate fluctuations on cash held             18                     (27)
 Cash and cash equivalents at end of year                      195                    1,212

 

 

 

 

 

 

Notes to the consolidated financial statements

 

1. Group accounting policies under IFRS

(a) Basis of preparation

 

Surgical Innovations Group PLC (the "Company") is a public AIM listed company
incorporated, domiciled and registered in England in the UK. The registered
number is 02298163 and the registered address is Clayton Wood House, 6 Clayton
Wood Bank, Leeds, LS16 6QZ.

 

The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards and with the requirements of the
Companies Act 2006 and as applicable to companies reporting under IFRS. The
preparation of financial statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The financial statements have been prepared under the historical
cost convention, are presented in Sterling and are rounded to the nearest
thousand.

 

Going concern

 

The Directors continue to adopt the going concern basis in the preparation of
the financial statements.

 

The Directors have prepared forecasts for the period to December 2026 based on
a full evaluation of the Group's trading activities and costs base, sensitized
to reflect a rational judgement of the level of inherent risk.

 

Financial headroom as at 31 December 2024 was £0.9m with the invoice
discounting facility remaining largely undrawn.

 

The Board is satisfied that there is headroom including testing any
sensitivities under reasonably possible scenarios, and the Directors conclude
that it continues to be appropriate to prepare the Annual Report and Accounts
on a going concern basis.

 

2. Segmental reporting

 

Information reported to the Board, as Chief Operating Decision Makers, and for
the purpose of assessing performance and making investment decisions is
organised into three operating segments. The Group's operating segments under
IFRS 8 are as follows:

 

 

 SI Brand      -  the research, development, manufacture and distribution of SI branded
                  minimally invasive devices
 OEM           -  the research, development, manufacture and distribution of minimally invasive
                  devices for third party medical device companies through either own label or
                  co-branding. As well as Precision Engineering, the research, development,
                  manufacture and sale of minimally invasive technology products for precision
                  engineering applications
 Distribution  _  Distribution of specialist medical products sold through Elemental Healthcare
                  Ltd

 

The measure of profit or loss for each reportable segment is gross margin less
amortisation of product development costs. Assets and working capital are
monitored on a Group basis, with no separate disclosure of asset by segment
made in the management accounts, and hence no separate asset disclosure is
provided here. The following segmental analysis has been produced to provide a
reconciliation between the information used by the chief operating decision
maker within the business and the information as it is presented under IFRS.

 

 

 

 

                                                     SI Brand                      Distribution                  OEM      Total*

£'000

£'000
 Year ended 31 December 2024                         £'000                                                       £'000
 Revenue                                             6,373                         3,625                         1,947    11,945
 Expenses                                            (5,765)                       (2,171)                       (1,786)  (9,722)
 Result
 Segment result                                      608                           1,454                         161      2,223
 Unallocated expenses                                                                                                     (4,173)
 Other Income                                                                                                             -
 (Loss) from operations                                                                                                   (1,950)
 Finance income                                                                                                           -
 Finance costs                                                                                                            (99)
 (Loss) before taxation                                                                                                   (2,049)
 Tax credit                                                                                                               107
 Loss for the year                                                                                                        (1,943)
 *There were no revenues transactions between the segments during the year

 Included within the segment/operating results are the following significant
 non-cash items:
                                    SI Brand                                       Distribution                  OEM      Total

 Year ended 31 December 2024        £'000                                          £'000                         £'000    £'000
 Amortisation of intangible assets  214                                            -                             -        214
 Impairment of intangible assets    1,160                                          -                             -        1,160

 

 

Unallocated expenses for 2024 include sales and marketing costs (£664,000),
research and development costs (£1,149,000), central overheads (£1,298,000),
Direct (Elemental Healthcare) sales & marketing overheads (£909,000),
share based payments (£nil) and Other expensed/Non-recurring (£153,000).

 

                               SI Brand      Distribution  OEM              Total*

£'000

        £'000
 Year ended 31 December 2023   £'000                       £'000
 Revenue                       5,925         4,255         1,834    12,014
 Expenses                      (4,862)       (2,560)       (1,423)  (8,845)
 Result
 Segment result                    1,063     1,695         411      3,169
 Unallocated expenses                                               (3,765)
 Other income                                                            -
 (Loss) from operations                                               (596)
 Finance income                                                          -
 Finance costs                                                        (132)
 (Loss) before taxation                                                (728)
 Tax charge                                                            219
 (Loss) for the year                                                  (509)

*There were no revenues transactions between the segments during the year

Included within the segment results are the following items:

 

                                    SI Brand                Distribution  OEM      Total

 Year ended 31 December 2023        £'000                   £'000         £'000    £'000
 Amortisation of intangible assets         279              -             -        279
 Impairment of intangible assets               -            -             -              -

 

Unallocated expenses for 2023 include sales and marketing costs (£633,000),
research and development costs (£1,099,000), central overheads (£869,000),
Direct (Elemental Healthcare) sales & marketing overheads (£1,126,000),
share based payments (£30,000), Other expensed / Non-recurring (£8,000) note
3.

 

Disaggregation of revenue

 

The Group has disaggregated revenues in the following table:

 

 Year ended 31 December 2024  SI Brand      Distribution  OEM       Total

                              £'000         £'000         £'000     £'000
 United Kingdom                 1,998       3,625         1,779       7,402
 Europe                        1,726        -             -         1,726
 US                             957         -                168    1,125
 APAC(1)                          1,158     -             -            1,158
 Rest of World                     534      -             -            534
                                6,373       3,625         1,947     11,945

 

 Year ended 31 December 2023  SI Brand      Distribution  OEM       Total

                              £'000         £'000         £'000     £'000
 United Kingdom                 1,935       4,255         1,508       7,698
 Europe                        1,478        -             -         1,478
 US                             1,032       -                326    1,358
 APAC(1)                          998       -             -            998
 Rest of World                     482      -             -            482
                                5,925       4,255         1,834     12,014

 

 

1.    APAC-Asia Pacific

 

Revenues are allocated geographically on the basis of where revenues were
received from and not from the ultimate final destination of use. During 2024
£1,788,000 (15.0%) of the Group's revenue depended on one distributor in the
OEM segment (2023: £1,503,000 (12.5%)), and £840,000 (7.0%) in the SI Brand
segment (2023: £868,000 (7.2%)).

 

Sales of goods were £11,945,000 (2023: £12,014,000) and sales relating to
services in the UK were £Nil (2023: £Nil).

 

 

 

 

 

 

 

 3. Operating (loss) / profit

 The operating profit for the year is stated after charging/(crediting):
                                                                                              2023

                                                                                 2024     £'000

£'000
 Depreciation of owned assets                                                    265      244
 Amortisation and impairment of capitalised development costs                    214      279
 Depreciation of Right-of-use assets                                             213      234
 Research expenses                                                               1,149    1,099
 Foreign exchange Losses / (gains)                                               (18)     (27)
 Auditor's remuneration:
 - fees payable to the Company's auditor for the audit of the Company's annual   54       32
 financial statements
 - fees payable to the Company's auditor for the audit of the subsidiary         -        29
 undertakings
 - fees payable to the Company's auditor for the non audit fees relating to tax  -        -
 services
 Expenses relating to:
  - leases of low value assets                                                   -        1

  - short term leases less than 12 mths                                          -        -
 Other expensed items -non-recurring                                             153      8
 Non-recurring/ Non-cash costs                                                   -        (7)

 

 

Other expensed items -non-recurring

These are expenses or a group of expenses that are considered non-recurring in
nature, as determined by the Directors. They are believed to warrant separate
identification in the financial statements to provide readers with a clear
understanding of the underlying trading performance of the business.

 

Non-recurring Costs

Severance costs related to restructuring activities in year (£153k).

 

Other operating expenses comprised:

2024

                                                                                   2023
                                                                2024               2023

                                                                £'000              £'000

 Sales & marketing                                              664                633
 Direct (Elemental Healthcare) sales & marketing overheads      909                1,126
 Administrative expenses                                        1,138              869
  Research expenses                                             1,149              1,099
 Other expensed items- nonrecurring                             153                8
 Share based payments                                           -                  30
 Amortisation and impairment                                    214                279
                                                                4,227              4,044

 

 

 

 

 

 

 

 

 

 

 4. Intangible assets                              Capitalised    development costs              Single use product knowledge transfer                          Exclusive Supplier Agreements

                                                                                                                                         Goodwill                                              Total
                                            £'000                                                 £,000                                          £'000                    £'000                       £'000
 Cost
 At 1 January 2023                        14,566                                                225                                      8,180                  1,799                          24,770
 Additions                                 404                                                                  -                        -                      -                              404
 At 1 January 2024                        14,970                                                225                                      8,180                  1,799                          25,174
 Additions                                268                                                        -                                   -                      -                              268
 At 31 December 2024                      15,238                                                225                                      8,180                  1,799                          25,442
 Accumulated amortisation and impairment
 At 1 January 2023                        (13,586)                                              (225)                                    (2,757)                (1,799)                        (18,367)
 Charge for the year                      (278)                                                 -                                        -                      -                              (247)
 At 1 January 2024                        (13,864)                                              (225)                                    (2,757)                (1,799)                        (18,645)
 Charge for the year                      (214)                                                 -                                        -                      -                              (214)
 Impairment loss                          (1,160)                                                                                                                                              (1,160)
 At 31 December 2024                      (15,238)                                              (225)                                    (2,757)                (1,799)                        (20,019)
 Carrying amount
 At 31 December 2024                      -                                                     -                                        5,423                  -                              5,423
 At 31 December 2023                      1,106                                                 -                                        5,423                  -                              6,529
 At 1 January 2023                        980                                                   -                                        5,423                  -                              6,403

 

Goodwill and intangibles are allocated to the cash generating unit (CGU) that
is expected to benefit from the use of the asset.

 

Impairment losses in the year

 

During the year, as a result of losses in the Surgical Innovations Limited
cash generating unit ('CGU'), the group carried out a review of the
recoverable amount of the assets in this CGU. This CGU comprises the SI Brand
and OEM segments. Based on the results of the CGU impairment assessment which
has been undertaken using a value in use model, an impairment loss of £1.16m
has been recognised in profit or loss in respect of the capitalised
development costs. The other assets in scope of the impairment assessment,
being the property plant and equipment, were concluded to have a fair value
less cost of disposal in excess of the carrying value and no impairment in
respect of these assets has been recognised. Principal assumptions underlying
this calculation are the growth rate into perpetuity of 2.5% and a pre-tax
discount rate of 21.3% applied to anticipated cash flows. In addition, the
value in use calculation assumes a gross profit margin of 19% increasing to
24% over the 5 year period using past experience of sales made and future
sales that were expected at the reporting date based on anticipated market
conditions.

Capitalised development costs

Capitalised development costs represent expenditure incurred in developing new
products that fulfil the requirements met for capitalisation as set out in
paragraph 57 of IAS38. These costs are amortised over the future commercial
life of the product, commencing on the sale of the first commercial item, up
to a maximum product life cycle of ten years, and taking account of expected
market conditions and penetration.

Goodwill

The Group tests goodwill at each reporting date for impairment and whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. The recoverable amount of a cash generating unit (CGU) is
determined based on value in use calculations. These calculations use cash
flow projections based on five-year financial budgets approved by management.
Cash flows beyond the five-year period are extrapolated using estimated long
term growth rates.

 

An impairment review is carried out annually for goodwill. Goodwill arose on
the acquisition of Elemental Healthcare Limited in 2017 and is related to both
the Distribution and SI Brand segments of the Group. Elemental Healthcare
Limited is considered to be a separate cash-generating unit (CGU) of the Group
whose recoverable amount has been calculated on a value in use basis by
reference to discounted future cash flows over a five-year period plus a
terminal value. Principal assumptions underlying this calculation are the
growth rate into perpetuity of 2.5% and a pre-tax discount rate of 18.0%
(2023:16.3%) applied to anticipated cash flows. In addition, the value in use
calculation assumes a gross profit margin of 56% increasing to 59% over the
5-year period using past experience of sales made and future sales that were
expected at the reporting date based on anticipated market conditions.

 

The Group has conducted a sensitivity analysis on the impairment test of the
CGU. Assuming no change to other assumptions, the discount rate can increase
by 13% before an impairment would result.

 

 5. Borrowings

                          2024    2023

 Bank Loan                £'000   £'000
 Current liabilities      352     352
 Non-current liabilities  150     502
 Lease liabilities
 Current liabilities      191     259
 Non-current liabilities  547     549
                          1,240   1,662

 

 

In March 2022, the Group refinanced its existing debt with Yorkshire bank
consisting of the following:

 

·    Extension to the CBILS of £1.5m repayable in May 2026, interest is
calculated at rate of 2.94% repayable monthly over the Bank of England base
rate. Monthly instalments are £0.029m.

·    Covenants attached to the CBILS comprise of EBITDA to debt servicing
costs at a minimum of 1.25x.

·    Additional headroom with an Invoice Discounting facility of £1.0m
across the Group, 2.5% on margin with a maximum of nominal administration fee
of a maximum of £0.018m if not utilised.

·    In March 2024, the bank extended its support by resetting the testing
parameters. They excluded 31 March 2024 and initiated the rolling test from
June 2024, based on EBITDA being 1x the debt service. Subsequent testing
periods included September 2024 (1x, on a 6-month rolling basis), December
2024 (1.25x, on a 9-month rolling basis), and then on a 12-month rolling basis
thereafter.

 

 Changes in liabilities arising from financing activities  Non-current loans and borrowings                    Current loans and borrowings   Total
 At 1 January 2023                                         825                                                 382                            1,207
 Cash flows for repayment of CBILS                         -                                                   (353)                          (353)
 Transfer between non-current and current                  (352)                                                            352               -
 Interest paid in the period                                                        -                                       (79)              (79)
 Interest accrued in the period                            -                                                                79                   79
 At 31 December 2023                                       473                                                 381                            854
 Cash flows for repayment of CBILS                         -                                                   (352)                          (352)
 Transfer between non-current and current                  (352)                                                 352                          -
 Interest paid in the period                                            -                                      (59)                           (59)
 Interest accrued in the period                            -                                                      59                          59
 At 31 December 2024                                       121                                                 381                            502

 

 

                                2024            2023

 6. Trade and other payables    £'000         £'000
 Trade payables                 1,137    1,169
 Other tax and social security  193      218
 Other payables                 238      245

                                1,568    1,632

 

 

 

 

 

 

 

 

The Group and Company's financial liabilities have contractual maturities
(including interest payments where applicable) which are summarised below.

                              Amounts due in    Amounts due in  Amounts due in  Total financial

                              less than 1 year  2-5 years       5-10 years      liabilities

 As at 31 December 2024       £'000             £'000           £'000           £'000

 Trade payables                   1,137         -               -               1,137
 Other payables               238               -               -               238
 Bank borrowings-Current      352               -               -               352
 Bank borrowings-Non-current  -                 150             -               150
                              1,727             150             -               1,877

 

                              Amounts due in less than 1 year  Amounts due in 2-5 years  Amounts due in 5-10 years  Total financial liabilities

 As at 31 December 2023       £'000                            £'000                     £'000                      £'000
 Trade payables                   1,169                        -                         -                          1,169
 Other payables               245                              -                         -                          245
 Bank borrowings-Current      352                              -                         -                          352
 Bank borrowings-Non-current  -                                502                       -                          502
                              1,766                            502                       -                          2,268

 

7. Share Capital

Shares in issue reconciliation

 

                                                    2024         2023
 Opening no of shares in issue                      932,816,177  932,816,177
 Issued in satisfaction of share options exercised  -            -
 Closing number of shares in issue                  932,816,177  932,816,177

 

 

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