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Registered number: 10636685
SURGICAL SPECIALTIES CORPORATION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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SURGICAL SPECIALTIES CORPORATION LIMITED
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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SURGICAL SPECIALTIES CORPORATION LIMITED
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CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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SURGICAL SPECIALTIES CORPORATION LIMITED
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their Strategic Report of Surgical Specialties Corporation Limited (the "company") for the financial year ended 31 December 2025.
The directors are satisfied with the performance of the company, as disclosed in these financial statements. The company generated a loss before tax of $29,563,183 (2024: $35,012,977). The directors do not recommend a dividend to be paid in the year (2024: $Nil). The business continues to perform to budget, and the directors expect this performance to continue for the foreseeable future.
Principal risks and uncertainties
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As the company acts as an intermediate holding company, the principal risks and uncertainties affecting the company relate to the carrying value of its investment in subsidiaries, which is directly impacted by the performance of the underlying trading subsidiaries, macro-economic conditions such as foreign currency exchange rate fluctuations, increasing interest rates, liquidity and the ongoing military conflict.
Exposure to foreign currency exchange risks and interest rates are limited to intercompany loans with fellow subsidiaries of Corza Medical S.à.r.l. (the "parent").
Liquidity risk is managed through the use of a centralised group cash pool with the parent. If the company requires resources, it can request cash from the parent.
These risks and uncertainties are managed at the group (the "group" being Corza Medical S.à.r.l. and its subsidiaries) level where management formally reviews the risks to ensure that appropriate processes are in place to monitor and mitigate them. Based on the current forecast cash flows of the group, the directors believe the carrying value of the investment in subsidiaries continues to be supportable.
The ongoing military conflict in Ukraine and the related sanctions may have impact on the European economies and globally. The company does not own any assets based in Russia or Ukraine and is not currently planning to invest in assets in those regions; nor does it currently have any businesses currently sanctioned as at the date of these financial statements.
The ongoing military conflict in Palestine has been assessed but currently poses no impact to the company or macroeconomic environment the company operates in.
The ongoing military conflict in Iran has been assessed but currently poses no impact to the company or macro-economic environment the company operates in.
The company is closely monitoring ongoing developments related to US tariffs and their potential impact. At this time, the company is not impacted. Given the dynamic nature of these developments, the company is proactively evaluating potential implications.
The directors do not believe that the company is exposed to any other significant risks and uncertainties.
Financial and other key performance indicators
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The company's activities are that of an intermediate holding company. For this reason, the company’s directors believe that analysis using key performance indicators is not necessary or appropriate for an understanding of the development, performance, or position of the company.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Statement under section 172 of Companies Act 2006
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The company is an intermediate holding company within the group and therefore there are relatively few decisions taken by the directors of the company during the year. Strategic decisions impacting the wider group are taken by the group board and operational matters impacting wider stakeholders’ groups including employees, customers, suppliers and the local communities are typically taken by the directors of the trading companies within the group.
However, notwithstanding the above, each director of the company has taken steps to act in the way they consider in good faith would be most likely to promote the success of the company for the benefit of members as a whole. The key decisions made by the directors have been to consider whether the carrying value of investments continues to be supportable and approve the repayment of intercompany loans. In making these assessments the directors consider the underlying trading performance of the subsidiary companies, the forecast future cash flow expectations of those companies, the availability of cash within the group to allow companies to be able to pay debts as they fall due, and the level of distributable reserves available.
This report was approved by the board and signed on its behalf by:
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SURGICAL SPECIALTIES CORPORATION LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the audited financial statements of the company for the financial year ended 31 December 2025.
The company’s principal activity is to act as an intermediate holding company of the group. The company forms part of a chain of holding companies used to raise external debt. Through the company purchasing shares in its subsidiary, the proceeds are distributed to the trading subsidiaries. Those subsidiaries will use the proceeds to develop, manufacture, and market medical device products and technologies, primarily in the area of sutures, surgical needle technologies, micro-surgical blades and biopsy sealing systems.
The loss for the year amounted to $29,554,667 (2024: $35,012,100).
The directors did not recommend the payment of dividends in the year (2024: $Nil).
The directors who served during the year, and up to the date of signing this report, were:
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J C Abair (appointed 31 March 2025)
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D Chaves (appointed 31 March 2025)
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G T Lucier (appointed 31 March 2025)
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Directors' Responsibilities Statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs company and profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
∙select suitable accounting policies and apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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SURGICAL SPECIALTIES CORPORATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Directors' Responsibilities Statement (continued)
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
As permitted by the Articles of Association, the directors have the benefit of an indemnity which is a qualifying provision as defined by Section 234 of the Companies Act 2006. The indemnity was in force throughout the year and is currently in force. The company also purchased and maintained throughout the financial year directors' and officers' liability insurance in respect of itself and its directors.
The directors have assessed the ability of the company to continue as a going concern for the 12-month period from the date of approval of these financial statements, covering the period to 30 September 2027. This assessment included a review of the company’s financial position, cash flow forecasts, and the potential impact of various risks and uncertainties, including the current economic environment.
The company meets its working capital requirements through effective working capital management and, where necessary, support from the wider group. The company has received a letter of support from its parent company, Corza Medical S.à.r.l., confirming the availability of funding to enable the company to continue its operations and meet its liabilities as they fall due through to 30 September 2027.
The directors have discussed with management of Corza Medical S.à.r.l. the basis of the group’s forecasts and risk-adjusted cash flow projections. They have also reviewed the status of existing borrowing arrangements at the Corza Medical Group level and believe that the going concern assessment is appropriate and reasonable.
The directors expect the activities of the company to remain the same for the foreseeable future.
Financial risk management
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As the company acts as an intermediate holding company, the company is exposed to financial risks relating to macro-economic conditions such as foreign currency exchange rate fluctuations, increasing interest rates, and liquidity. The company has in place a risk management program that seeks to limit the adverse effects on the financial performance of the company. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company's finance department. The department has a policies and procedures manual that sets out specific guidelines to manage risks.
The company is not required to make detailed disclosures of energy and carbon information, as it has consumed 40MWh or less in the UK during the period for which this report is prepared.
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SURGICAL SPECIALTIES CORPORATION LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
On 8 February 2026, the company issued 100 Ordinary shares with a nominal value of $0.01 for a total cash consideration of $20,595,575.
In July 2026, the Company's direct subsidiary, Corza Medical Inc and indirect subsidiary, Pearsalls Limited entered into an Equity Purchase Agreement with OE SASR Beta Einhundertsiebente Beteiligungsverwaltung GmbH, an unrelated third-party purchaser, to sell its direct subsidiaries, Corza Medical S.r.l., Corza Medical S.A.S, Corza Medical GmbH, Corza Medical, S.L.U., Corza Medical BV, and Corza Medical sp z.o.o. In addition, the Company's indirect subsidiary, Surgical Specialties Germany GmbH, has entered into a separate agreement to sell its direct subsidiary Corza Medical GmbH to the same purchaser. The sale is expected to close in the fourth quarter of 2026, as such, the financial impact cannot be reliably estimated at this stage.
Disclosure of information to auditor
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The directors confirm that:
∙so far as each director is aware, there is no relevant audit information of which the company's auditor is unaware; and
∙the directors have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
The auditor, Ernst & Young LLP, have indicated their willingness to continue in office in accordance with the provisions of Section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf by:
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SURGICAL SPECIALTIES CORPORATION LIMITED
We have audited the financial statements of Surgical Specialties Corporation Limited for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes 1 to 18, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the company's affairs as at 31 December 2025 and of its loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period until 30 September 2027.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company's ability to continue as a going concern.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SURGICAL SPECIALTIES CORPORATION LIMITED (CONTINUED)
Other information (continued)
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our oponion:
∙adequate accounting records have not been kept or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SURGICAL SPECIALTIES CORPORATION LIMITED (CONTINUED)
Auditor's responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
∙We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102 and the Companies Act 2006) and the compliance with relevant direct and indirect tax regulation in the United Kingdom.
∙We understood how Surgical Specialties Corporation Limited is complying with those frameworks by making enquiries of management and those charged with governance to understand how the Company maintains and communicates its policies and procedures in these areas. We understood any controls put in place by management to reduce the opportunities of fraudulent transactions.
∙We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur through inquiry of management and those charged with governance to understand where it is considered there was susceptibility to fraud. Through our procedures we determined there to be risks associated with management override of controls and potential management bias in the assessment of impairment of investments in subsidiaries, which involves significant judgement. In response, we performed the below:
οWith regard to management override, we incorporated data analytics to sample the entire population of journal entries to identify specific transactions which did not meet our expectations based on specific criteria and journal entries indicating significant or unusual transactions based on our understanding of the business. These procedures included investigating these transactions to develop our understanding and challenging the assumptions, judgements and significant estimates made by management and testing them back to source information.
οIn performing our work over the recoverability of investments in group undertakings, we assessed management's impairment review, with a particular focus on areas involving significant judgement and potential management bias. Our procedures included evaluating qualitative and quantitative impairment indicators, comparing the carrying value of investments to the net assets of the underlying subsidiaries, and assessing the Group valuation prepared by management's specialist. We evaluated the competence and objectivity of management's specialist and involved EY valuation specialists to assess the appropriateness of the valuation methodology and key assumptions used. We also considered the work performed by the parent company auditor in relation to the Group valuation. In addition, we performed sensitivity analyses over key assumptions to evaluate the level of available headroom and assessed whether the related disclosures in the financial statements were appropriate.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SURGICAL SPECIALTIES CORPORATION LIMITED (CONTINUED)
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud (continued)
οThe procedures explained above were designed to provide reasonable assurance that the financial statements are free from material fraud or error.
∙Based on this understanding we designed our audit procedures to identify noncompliance with such laws and regulations. Our procedures involved enquiring of members of management and those charged with governance regarding their knowledge of any non-compliance or potential non-compliance with laws and regulations that could affect the financial statements; and inspecting correspondence, if any, with the relevant licensing or regulatory authorities.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor's Report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Hosam Kamel (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Bristol
Date: 18 August 2026
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SURGICAL SPECIALTIES CORPORATION LIMITED
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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There were no recognised gains and losses for 2025 or 2024 other than those included in the Statement of Comprehensive Income.
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There was no other comprehensive income for 2025 (2024: $Nil).
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The notes on pages 13 to 26 form part of these financial statements.
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SURGICAL SPECIALTIES CORPORATION LIMITED
REGISTERED NUMBER:10636685
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 26 form part of these financial statements.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 13 to 26 form part of these financial statements.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Surgical Specialties Corporation Limited is a private company limited by shares, incorporated in England and Wales. Its registered number is 10636685, and its registered head office is located at Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA.
The company's principal activity is disclosed in the Directors' Report on page 3.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Corza Medical S.à.r.l. as at 31 December 2025 and these financial statements may be obtained from 8 Avenue de la Gare, L-1610 Luxembourg, Grand Duchy of Luxembourg, Luxembourg.
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Exemption from preparing consolidated financial statements
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The company is itself a subsidiary company and is exempt from the requirement to prepare group financial statements by virtue of section 401 of the Companies Act 2006. The company is a wholly owned subsidiary of SSC Holdco (UK) Limited and is included in the consolidated financial statements of Corza Medical S.à.r.l., which are publicly available. These financial statements therefore present information about the company as an individual undertaking and not about its group.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The directors have assessed the ability of the company to continue as a going concern for the 12-month period from the date of approval of these financial statements, covering the period to 30 September 2027. This assessment included a review of the company’s financial position, cash flow forecasts, and the potential impact of various risks and uncertainties, including the current economic environment.
The company meets its working capital requirements through effective working capital management and, where necessary, support from the wider group. The company has received a letter of support from its parent company, Corza Medical S.à.r.l., confirming the availability of funding to enable the company to continue its operations and meet its liabilities as they fall due through to 30 September 2027.
The directors have discussed with management of Corza Medical S.à.r.l. the basis of the group’s forecasts and risk-adjusted cash flow projections. They have also reviewed the status of existing borrowing arrangements at the Corza Medical Group level and believe that the going concern assessment is appropriate and reasonable.
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Foreign currency translation
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Functional and presentation currency
The company's functional and presentational currency is USD and all values are rounded to the nearest dollar ($) except where otherwise stated.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit or loss within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
Interest income is recognised in profit or loss using the effective interest method.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include amounts owed by group undertakings and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due within the operating cycle fall into this category of financial instruments.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.
Basic financial liabilities, which include amounts owed to group undertakings are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.
Critical judgements and sources of estimation uncertainty that management have made in the process of applying accounting policies disclosed herein and that have a significant effect on the amounts recognised in the financial statements relate to the following:
Judgements
The key judgement taken in preparing the financial statements is in respect to the carrying value of the company's investment in subsidiaries. This is done by considering if there are any impairment indicators. This includes but is not limited to macroeconomic conditions in the environment in which an entity operates and overall financial of the company.
Key sources of estimation uncertainty
Impairment of non-financial assets (see note 10)
Where there are indicators of impairment of individual assets, the company performs impairment tests based on fair value less costs to sell or a value in use calculation. The fair value less costs to sell calculation is based on available data from binding sales transactions in an arm’s length transaction on similar assets or observable market prices less incremental costs for disposing of the asset.
The value in use calculation is based on a discounted cash flow model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the company is not yet committed to or significant future investments that will enhance the asset's performance of the cash generating unit being tested. The recoverable amount is most sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.
The carrying amount of investments in subsidiaries as at 31 December 2025 was $705,740,199 (2024: $705,740,199) with no impairment identified in 2025 (2024: $Nil).
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The operating loss is stated after charging/(crediting):
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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During the year, the company obtained the following services from the company's auditor:
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Fees payable to the company's auditor for the audit of the company's financial statements
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All fees were borne by a related group company.
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The company has no employees (2024: none) other than the directors, who did not receive any remuneration (2024: $Nil).
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Interest receivable and similar income
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Interest receivable from group undertakings
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Interest payable and similar expenses
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Interest payable on loans from group undertakings
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Current tax on loss for the year
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Taxation on loss on ordinary activities
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2024: higher than) the standard rate of corporation tax in the UK of25% (2024:25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
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Adjustments to tax charge in respect of prior periods
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Other permanent - imputted interest
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no other factors that may affect future tax charges.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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The following were direct subsidiary undertakings of the company:
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2755 Canyon Boulevard, 1st Floor, Boulder, CO 80302, USA
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Operating company that develops manufactures and markets medical device products and technologies
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Bahnhofstrasse 10, 6300 Zug, Switzerland
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Surgical Specialties UK Holdings Limited
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Caliber Ophthalmics (UK) Limited
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Corza Medical (Canada), Inc.
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2595 Cavendish Avenue, Victoria BC, V8R 2GS, Canada
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Surgical Specialties HK Ltd
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Unit 1517, 15/F, Tower 2Kowloon Commerce CentreNo. 51 Kwai Chung, N.T.Hong Kong
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Fixed asset investments (continued)
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Indirect subsidiaries
The undertakings below are indirect wholly owned subsidiaries of the company.
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Surgical Specialties Holdings LLC
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2755 Canyon Boulevard, 1st Floor, Boulder, CO 80302, USA
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Surgical Specialties Corporation (U.S.)
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Corporation Trust Center, 1209 Orange St Wilmington, DE 19801, USA
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Caliber Ophthalmics, Inc.
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144 Kings Highway Southwest, Suite 304, Dover DE 19901, USA
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Surgical Specialties Mexico S. de R.L. de C.V.
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Corredor Tijuana-Rosarito 200,No.24702 Ejido Francisco Villa, C.P. 22235, Tijuana, Baja California, Mexico
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Corza Ophthalmology Holdings Inc.
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Corporation Trust Center , 1209 Orange St Wilmington, DE 19801, USA
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Corporation Trust Center , 1209 Orange St Wilmington, DE 19801, USA
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2755 Canyon Boulevard, 1st Floor, Boulder, CO 80302, USA
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Katena Products UK Limited
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Metzgerallmend 22, 76646 Bruchsal, Germany
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C T Corporation System, 208 So Lasalle St, Suite 814, Chicago, Il 60604-1101, USA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Bahnhofstrasse 10, 6300 Zug, Switzerland
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Tancred Street, Taunton, Somerset, TA1 1RY
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Unique Technologies, Inc.
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600 North Second Street, Suite 401, Harrisburg, PA 17101, USA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Eagle Tower, Montpellier Drive, Cheltenham, Gloucestershire, GL50 1TA
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Sterngasse 13, 1010 Vienna, Austria
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Fixed asset investments (continued)
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Speditionstrasse 21, 40221 Düsseldorf, Germany
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7 rue Meyerbeer, Bureau n504 75009 Paris, France
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Dreikönigstrasse 31a, 8002 Zurich, Switzerland
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Calle Suero de Quiñones, nº 34-36, Madrid-28002, Spain
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Brain Embassy, 5 pietro Aleje Jerozolimskie 181b 02-222 Warszawa, Poland
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GTCR (Topaz) AcquisitionCo AS
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Bygdøy allé 2, 0257 Oslo Norway
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Corso Italia 8, Milano CAP 20122, Italy
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De Kleetlaan 4, ResCwork 05, 1831 Diegem, Belgium
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Corza Medical, S.L.U.,Sucursal em Portugal
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Praça Marquês de Pombal, nº 14, 302, Lisboa, 1250-162 Portugal
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Bygdøy allé 2, 0257 Oslo Norway
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Surgical Specialties Germany GmbH
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Allmendweg 2, 79798, Jestetten, Germany
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Corza Medical Distribution GmbH Austria Branch
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Sankt-Peter-Strasse 254020 Linz, Austria
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FSSB Chirurgische Nadeln GmbH
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Allmendweg 2, 79798, Jestetten, Germany
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Allmendweg 2, 79798, Jestetten, Germany
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FSSB Chirurgische Nadeln GmbH Zweigniederlassung Pößneck
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Allmendweg 2, 79798, Jestetten, Germany
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Surgical Specialties Corporation (Shanghai) Ltd.
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Room 2439S, Floor 24, No. 1018, Changning Road, Changning District, Shanghai
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Shanghai Hongli Medical Products Co. Ltd.
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No. 29, Xiashan South Street, Hangtou Town, Pudong New Area, Shanghai, China
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Due after more than one year
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Amounts owed by group undertakings
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Included within amounts owed by group undertakings is a loan of $200,000,000 (2024: $200,000,000) which was granted to Corza Ophthalmology Inc. on 1 December 2021 with a maturity date of 1 December 2028. The loan is unsecured and bore interest at a rate currently charged by independent third parties to the company's indirect parent, net of any adjustments under the interest rate hedge agreement entered into by the company's indirect parent, plus margin equal to 0.25% (2024: plus margin equal to 0.25%), payable quarterly in arrears. No repayments were made during the year (2024: $Nil) and the amount outstanding at the reporting date, including accrued interest, is $269,966,048 (2024: $251,054,585).
Included within amounts owed by group undertakings is a loan of $31,607,806 (2024: $31,607,806) which was granted to Katena Products Inc. on 6 June 2022 with a maturity date of 1 December 2028. The loan is unsecured and bore interest at a rate currently charged by independent third parties to the company's indirect parent, net of any adjustments under the interest rate hedge agreement entered into by the company's indirect parent, plus margin equal to 0.25% (2024: plus margin equal to 0.25%), payable quarterly in arrears. Repayments of $5,395,334 (2024: $3,390,240) were made during the year and the amount outstanding at the reporting date, including accrued interest, is $27,847,287 (2024: $30,507,806).
Included within amounts owed by group undertakings is a loan of $10,258,935 (2024: $9,471,314) which was granted to Surgical Specialties HK Limited drawn down from a $12,000,000 (2024: $12,000,000) credit facility. The amount is unsecured, bears interest at 2.50% (2024: 2.50%) has no fixed date of repayment and is repayable on demand. Repayments of $255,327 (2024: $247,620) were made during the year and the amount outstanding at the reporting date, including accrued interest is $10,517,152 (2024: $9,718,935).
Included within amounts owed by group undertakings is a loan of $143,681,807 (2024: $143,681,807) which was granted to Corza Medical Inc. on 10 March 2017 with a maturity date of 10 March 2026. The loan is unsecured and bears interest at a rate of 7.7% plus SOFR (2024: 7.7% plus SOFR), payable quarterly in arrears. Repayments of $11,781,823 were received during the year (2024: $9,086,049) and the amount outstanding at the reporting date, including accrued interest, is $64,963,382 (2024: $68,638,210), £6,142,000 (2024: $Nil) of this balance has been classified as due within one year.
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Amounts owed by group undertakings
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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Included within amounts owed to group undertakings is a loan of $4,100,000 (2024: $4,100,000) which was granted from Corza Device GmbH (previously "Angiodevice International GmbH") on 22 December 2017 with a maturity date of 31 December 2025. The loan is unsecured and bears interest at a rate of 2.50% (2024: 2.50%), payable quarterly in arrears. Repayments of $Nil were made during the year (2024: $64,447) and the amount outstanding at the reporting date, including accrued interest, is $4,528,172 (2024: $4,425,671).
Included within amounts owed to group undertakings is a loan of $95,900,000 (2024: $95,900,000) which was granted from Surgical Specialties Corporation on 17 March 2017 with a maturity date of 17 March 2026. The loan is unsecured and bears interest at a rate of 1.97% (2024: 1.97%), payable quarterly in arrears. Repayments of $1,999,401 (2024: $10,273,057) were made during the year and the amount outstanding at the reporting date, including accrued interest, is $70,649,248 (2024: $71,262,604).
The remaining balance of amounts owed to group undertakings is made up of trading balances, which are unsecured, interest free and repayable on demand.
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Creditors: amounts falling due after more than one year
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Amounts owed to group undertakings
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Included within amounts owed by group undertakings is a loan of $250,000,000 (2024: $250,000,000) which was granted from Patriot Acquisition Bidco Limited on 1 December 2021 with a maturity date of 1 December 2028. The loan is unsecured and bore interest at a rate currently charged by independent third parties to the company's indirect parent, net of any adjustments under the interest rate hedge agreement entered into by the company's indirect parent, plus margin equal to 0.25% per annum (2024: plus margin equal to 0.25%), payable quarterly in arrears. Repayments of $6,641,603 (2024: $Nil) were made during the year and the amount outstanding at the reporting date, including accrued interest, is $325,093,571 (2024: $308,692,455).
Included within amounts owed by group undertakings is a loan of $31,607,806 (2024: $31,607,806) which was granted from Patriot Acquisition Bidco Limited on 6 June 2022 with a maturity date of 1 December 2028. The loan is unsecured and bears interest at a rate of SOFR plus margin 6.875% (2024: SOFR plus margin 6.875%), payable quarterly in arrears. Repayments of $7,990,285 (2024: $2,090,240) were received during the year and the amount outstanding at the reporting date, including accrued interest, is $27,862,689 (2024: $33,023,551).
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13.Creditors: amounts falling due after more than one year (continued)
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Included within amounts owed to group undertakings is a loan of $340,410,800 (2024: $340,410,800) which was granted from Pearsalls Limited on 1 November 2023 with a maturity date of 1 November 2030. Repayments of $39,434,970 (2024: $45,590) were made during the year and the loan is unsecured and bore interest at a rate currently charged by independent third parties to the company's indirect parent, net of any adjustments under the interest rate hedge agreement entered into by the company's indirect parent, plus margin equal to 0.25% per annum (2024: plus margin equal to 0.25%), payable quarterly in arrears. The amount outstanding at the reporting date, including accrued interest, is $378,027,728 (2024: $385,274,367).
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Allotted, called up and fully paid
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1 (2024: 1) GBP Ordinary share of £0.01
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8,791,764,988 (2024: 8,791,764,788) USD Class shares of $0.01 each
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1 (2024: 1) Ordinary share of $1.00
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10,000 (2024: 10,000) USD Ordinary shares of $0.0001 each
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On 20 September 2025, the company issued 100 Ordinary shares with a nominal value of $0.01, for a total cash consideration of $18,858,700.
GBP Ordinary shares have no voting rights and are not redeemable but carry an equal right to receive any dividends declared and for any distributions made on winding up the company.
USD Ordinary shares have full voting rights and are not redeemable, and they rank pari-passu with GBP Ordinary shares in rights to receive dividends and for any distributions made on winding up the company.
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SURGICAL SPECIALTIES CORPORATION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company's capital and reserves are as follows:
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Other reserves
The other reserve represents share-based compensation expense which are available to certain eligible employees of the Corza Medical S.à.r.l. group as determined by the board of directors of Corza Medical S.à.r.l. This amount has been transferred to capital contribution reserve as a capital contribution from the parent.
Profit and loss account
The profit and loss account represents the profits and losses of the company less any distributions made to the owners of the company.
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Related party transactions
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The company has taken advantage of the exemption granted by FRS 102 Section 33 'Related Party Disclosures' not to disclose transactions with other wholly owned group companies.
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On 8 February 2026, the company issued 100 Ordinary shares with a nominal value of $0.01 for a total cash consideration of $20,595,575.
In July 2026, the Company's direct subsidiary, Corza Medical Inc and indirect subsidiary, Pearsalls Limited entered into an Equity Purchase Agreement with OE SASR Beta Einhundertsiebente Beteiligungsverwaltung GmbH, an unrelated third-party purchaser, to sell its direct subsidiaries, Corza Medical S.r.l., Corza Medical S.A.S, Corza Medical GmbH, Corza Medical, S.L.U., Corza Medical BV, and Corza Medical sp z.o.o. In addition, the Company's indirect subsidiary, Surgical Specialties Germany GmbH, has entered into a separate agreement to sell its direct subsidiary Corza Medical GmbH to the same purchaser. The sale is expected to close in the fourth quarter of 2026, as such, the financial impact cannot be reliably estimated at this stage.
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Ultimate parent undertaking and controlling party
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The immediate parent company is SSC Holdco (UK) Limited, a company incorporated in England and Wales.
The smallest and the largest group into which the company was consolidated is headed by Corza Medical S.à.r.l. Copies of the consolidated financial statements can be obtained from 8 Avenue de la Gare, L-1610, Luxembourg, Grand Duchy of Luxembourg, Luxembourg.
The company's ultimate parent and controlling party is GTCR LLC, 300 N. La Salle Street, Suite 5600 Chicago IL 60654 incorporated in the United States of America.
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