UK Company A: annual report review

A UK-listed medical technology group. Identity masked; the work is shown in full.

Summary

Company
a UK-listed medical technology group
Documents reviewed
Annual report for 2025, about 300 pages, read with the prior-year annual report
Observations
28 compliance and disclosure gaps, 26 regulator-style questions, 21 drafting slips
Elapsed review time
82 minutes from start to finished report
Standards applied
Companies Act 2006, UK-adopted IFRS and FRS 101, the UK Listing Rules, DTR, the UK Corporate Governance Code, ISA (UK) 700 / 701 and FRC guidance

Observations by category and severity

Observations by category and severity
CategoryCriticalHighMediumLowTotal
Compliance gap Compliance or disclosure gap––31114
Presentation Presentation point–––1414
Question Regulator-style question––62026
Drafting Drafting slip–––2121
Total––96675

Findings register

75 observations

RefObservationCategorySeverityAreaStatus
2.01The 'relative importance of spend on pay' chart excludes the [amount] 2025 share buyback and says there were noneCompliance gapMediumGovernance, the board's committees and directors' remunerationEstablished
2.02The table of awards granted in 2025 shows the Chief Executive's Restricted Share award at [n] shares ([amount]); the 2025 award was [n] sharesCompliance gapMediumGovernance, the board's committees and directors' remunerationEstablished
4.01The 2025 Strategic Report no longer gives the number of employees of each sexCompliance gapMediumStrategic report, APMs and the Listing RulesEstablished
1.01The lease disclosures do not give the total cash outflow for leasesCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.02[business unit] goodwill: the note gives the headroom and the margin fall that would remove it, but not the margin assumedCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.03Right-of-use assets: the 2024 movement table has no 2023 comparativeCompliance gapLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
2.03The remuneration report's ten-year shareholder return graph no longer compares against a broad equity market indexCompliance gapLowGovernance, the board's committees and directors' remunerationInterpretation
2.04The 2024 Directors' Report does not say how the votes on Employees' Share Trust shares are exercised, nor the percentage of share capital in each classCompliance gapLowGovernance, the board's committees and directors' remunerationEstablished
4.02The Directors' responsibility statement does not name the persons who make it or give their functionsCompliance gapLowStrategic report, APMs and the Listing RulesInterpretation
5.01Every return to Companies House for the 2025 share buyback was received after the 28-day limitCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
5.03The Company's own accounts do not state its registered number or registered office addressCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
5.04Average employee numbers are given only as a single total, not by the categories the Companies Act requiresCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
5.05Most returns of share allotments reached Companies House after the one-month limit, in both yearsCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
5.06The 2024 list of related undertakings gives no registered office address for the [place] holding companyCompliance gapLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
1.04Revenue by product: the 2024 column is reclassified for [product line] consumables but the 2023 column is not, and the amount moved is not givenPresentationLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
1.05The treasury share policy says the deficit on reissue goes to share premium, but the statements charge it to retained earningsPresentationLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
2.05The Board's list of 2025 activities includes approving a [amount] bond issue that the notes show took place in 2024PresentationLowGovernance, the board's committees and directors' remunerationEstablished
2.06The policy overview gives a bonus deferral rate and a PSP threshold vesting level that differ from the rest of the remuneration reportPresentationLowGovernance, the board's committees and directors' remunerationEstablished
2.07The relative importance of spend on pay chart labels wages and salaries as 'Total Employee Costs' and shows attributable profit while the text says trading profitPresentationLowGovernance, the board's committees and directors' remunerationEstablished
2.08The 2025-27 PSP peer group is said to be the same as the 2024-26 group but lists [name], which the 2024-26 list does notPresentationLowGovernance, the board's committees and directors' remunerationEstablished
4.03The Financial review calls restructuring charges 'cash outflows' and so reports a fall in restructuring cash that did not happenPresentationLowStrategic report, APMs and the Listing RulesEstablished
4.04The Financial review names the [amount] bond buy-back as a cause of the rise in net debt, when buying back debt reduced net debtPresentationLowStrategic report, APMs and the Listing RulesEstablished
4.05The debt maturity chart shows the [amount] bond as [amount], so its bars add to [amount] less than the facilities stated beside itPresentationLowStrategic report, APMs and the Listing RulesEstablished
4.06[business unit]: the 2024 commentary repeats the 2025 trading margin ([n]%, up [n]bps) instead of [n]%, up [n]bpsPresentationLowStrategic report, APMs and the Listing RulesEstablished
4.07[business unit] 2024 growth: the business unit review gives growth rates on a mixed basis that the alternative performance measure reconciliation does not support, and two different underlying growth figuresPresentationLowStrategic report, APMs and the Listing RulesEstablished
4.08The stated formula for the interim dividend (40% of the prior year's total) does not match the 2024 interim dividendPresentationLowStrategic report, APMs and the Listing RulesEstablished
5.07Auditor's report gives two different percentages for the same group materiality, and neither matches the income statementPresentationLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
6.01The 2024 climate resilience analysis names two different sets of climate scenarios and calls 2030 both short and medium termPresentationLowClimate, sustainability and other statutory disclosuresEstablished
1.06Note 1.2 says there are no critical judgements and no key estimates, while the auditor's report points to Note 1 for the inventory provision estimateQuestionMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.09Largest intangible assets: [name] is carried at [amount] in both years although its remaining amortisation period fell from 3 years to 2QuestionMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.13The share-based payment note gives three numbers and none of the option movements or fair value information that IFRS 2 requiresQuestionMediumFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
2.09Which Performance Share Plan grants can the new share-price multiplier enhance: 2027 and 2028 only, or every grant from 2027?QuestionMediumGovernance, the board's committees and directors' remunerationInterpretation
2.10Directors' Performance Share Plan interests add awards shown at maximum to awards restated to target in a single totalQuestionMediumGovernance, the board's committees and directors' remunerationInterpretation
2.11The 2025 bonus trading-margin outcome depends on excluding a [amount] inventory charge, and the report does not say the Remuneration Committee considered itQuestionMediumGovernance, the board's committees and directors' remunerationInterpretation
1.14Pension note: the 2025 actuarial gain is put down to higher discount rates, but the disclosed UK rate did not changeQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.15Note 18.4 says UK and US Plan defined benefit costs were nil, while Note 18.8 reports a settlement cost and a settlement credit on the US PlanQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.16Interest rate profile: the swapped euro bond is fixed rate in the 2024 report and the 2024 comparative but floating in 2025, and currency swaps change basis between the columnsQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.17The tax note does not give the temporary differences on investments in subsidiaries for which no deferred tax liability is recognisedQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.18The revenue note calls the rebate accrual a contract liability and in the same paragraph says no revenue came from contract liabilitiesQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.192024 accounts: the note on standards not yet effective does not mention IFRS 18QuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.20Segment note: the effect of moving corporate costs into segment profit is not given in the noteQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
1.21Hedging instruments: the 2023 forward-contract row appears to include currency swaps that the note says are not hedge-accountedQuestionLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsInterpretation
2.12The Audit Committee report does not say when the audit was last tendered or what the retendering plans areQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.13The share price appreciation shown for the Chief Executive's vested Restricted Share Plan tranche cannot be reproduced from the published award priceQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.14The Directors' Report gives an average buyback price of [amount] a share, but the shares and consideration it states imply [amount]QuestionLowGovernance, the board's committees and directors' remunerationEstablished
2.15The Chief Executive pay ratio, said to use Option A, excludes part-time UK employeesQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.16The Audit Committee report puts [product] provisions at [amount]; the provisions note says [amount]QuestionLowGovernance, the board's committees and directors' remunerationEstablished
2.17The Chief Executive's 2024 pension figure of [amount] cannot be reconciled with its footnote on the 2023 correctionQuestionLowGovernance, the board's committees and directors' remunerationInterpretation
2.18The Chief Financial Officer's 2024 bonus is on twelve months' salary while his single figure salary runs only from his appointment on [date]QuestionLowGovernance, the board's committees and directors' remunerationInterpretation
3.01The Company shows nil guarantees for subsidiaries while describing bank, overdraft, pension and audit-exemption guarantees it has givenQuestionLowRelated partiesInterpretation
5.08Were the 2026 AGM resolutions and new articles sent to Companies House within 15 days?QuestionLowAuditor's report, the parent company and the Companies House and FRC recordInterpretation
5.09Auditor's report: the materiality percentages do not match the amounts used (parent company in both years; group in 2025)QuestionLowAuditor's report, the parent company and the Companies House and FRC recordInterpretation
6.02Waste to landfill: the objectives table now states an annual group-wide objective, while the climate pages keep a 2030 objective for 'strategic' manufacturing facilities with no scope or performance reported against itQuestionLowClimate, sustainability and other statutory disclosuresInterpretation
6.03Scope 3: the '60% reduction from 2021 baseline' compares 2025 data for all [n] categories with a 2021 baseline built from 8 categories; the report does not say whether the baseline was recalculatedQuestionLowClimate, sustainability and other statutory disclosuresInterpretation
7.01Six drafting slips in the 2025 Strategic report's financial review, innovation and customer pagesDraftingLowStrategic report, APMs and the Listing RulesEstablished
7.02Labels and footnotes in the group statements: associate line, orphan footnote and a typoDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
7.03Four drafting slips in the group notes on tax, property, receivables and net debtDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
7.04Related undertakings list: [company] percentage contradicts its footnote, and a [place] address is left without a companyDraftingLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
7.05Buyback paragraph omits the aggregate nominal value and gives the percentage on issued capital excluding treasury shares, not called-up capitalDraftingLowGovernance, the board's committees and directors' remunerationInterpretation
7.06Two places in the 2025 report misdate the 2025 AGMDraftingLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
7.07The Financial review gives the wrong payment date for the 2024 interim dividend, and the 2025 report repeats itDraftingLowStrategic report, APMs and the Listing RulesEstablished
7.08The internal control paragraph refers to 'those criteria' and '[wording masked]', which the Annual Report never identifiesDraftingLowStrategic report, APMs and the Listing RulesEstablished
7.09The political and economic risk card names an 'ESG Operating Committee' that appears nowhere else; every other page calls it the ESG Steering CommitteeDraftingLowClimate, sustainability and other statutory disclosuresEstablished
7.10Seven drafting slips in the 2024 risk report, viability statement, stakeholder pages and section 172 statementDraftingLowGovernance, the board's committees and directors' remunerationEstablished
7.11Four drafting slips in the 2024 committee reports: a misnamed Act, a misnamed audit regulator, net zero years and an engagement figureDraftingLowGovernance, the board's committees and directors' remunerationEstablished
7.12Board change dates differ across the 2024 governance and remuneration pagesDraftingLowGovernance, the board's committees and directors' remunerationEstablished
7.13Drafting slips in the 2024 annual report on remunerationDraftingLowGovernance, the board's committees and directors' remunerationEstablished
7.14Drafting slips in the 2024 Directors' Report and responsibility statementDraftingLowGovernance, the board's committees and directors' remunerationEstablished
7.15Auditor's report: cross-references that land on the wrong pages or notes, a wrong committee name and typos (both years)DraftingLowAuditor's report, the parent company and the Companies House and FRC recordEstablished
7.16Pension notes: an unlabelled total, a narrow 'net interest' label and out-of-date wording on the US Plan and on UK inflation riskDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
7.17Seven drafting slips in the Company notes, the non-IFRS section, shareholder information and the [overseas annual filing] cross-reference tableDraftingLowStrategic report, APMs and the Listing RulesEstablished
7.18The Financial review quotes 2023 underlying growth for [business unit] as [n]%; the business unit review gives [n]%DraftingLowStrategic report, APMs and the Listing RulesEstablished
7.19Foreign exchange sensitivity: the [amount] borrowings effect is attributed to Euro term loans the group no longer hadDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
7.20The 2023 comparative fair value table places trade and other receivables in the hedging instruments columnDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished
7.21Notes 19-21: wrong final dividend dates, a financing column called 'bank loans' that includes private placement notes, and a 2022 acquisition still called provisionalDraftingLowFinancial statements: IFRS, FRS 101 and the Companies Act accountsEstablished

How to read the masking. the Company stands for the reporting company; [amount] and [n] replace amounts, share counts and other figures (UK reviews show no amounts at all, and ratios we computed are rounded to whole numbers); [date] replaces dates (financial-year labels are kept); [name], [company], [place], [audit firm], [index] and similar stand-ins replace people, products, other companies, places, the auditor and index membership; [wording masked] replaces wording that could be searched back to the report. Page images are not shown for UK reviews.

Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.

Want this on your own annual report, before it is published?

Start with three free findings on your latest published annual report, or talk to us about a fixed-fee pre-publication review.

Your annual report will be in draft before the year-end audit.
Have it read before it is published.

Under NDA, with our reviewer on your insider list under UK MAR.