REG - Animalcare Group PLC - Final Results
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RNS Number : 1227D Animalcare Group PLC 06 May 2026
Animalcare Group plc
("Animalcare" or the "Group" or the "Company")
Final Results for the year ended 31 December 2025
6 May 2026. Animalcare Group plc (AIM: ANCR), the international animal health
business, announces its unaudited preliminary results for the year ended 31
December 2025 ("FY25").
( )
Financial Highlights (All figures reported at actual exchange rates (AER)
unless otherwise stated)
· As outlined in the Company's trading update announced on 22 January 2026,
revenue increased 20.0% to £89.1m (FY24: £74.2m)
· Group revenue growth reflects the significant contribution from Randlab,
underpinned by like-for-like organic growth of 1.7% (0.7% at CER), with
revenue growth across all three product categories
· Underlying(*) EBITDA increased 52.6% to £17.7m (FY24: £11.6m); underlying
EBITDA margins (before taking into account R&D expenditure of £0.7m)
improved by 500bps to 20.6%
· Underlying profit after tax from continuing operations of £10.9m (FY24:
£6.7m); reported profit after tax of £5.1m (FY24: £18.5m)
· Underlying continuing basic EPS increased by 44.0% to 15.7 pence (FY24: 10.9
pence); reported basic EPS of 7.3 pence (FY24: 30.3 pence, reflecting the
gains on disposal of Identicare and STEM)
· Cash conversion rate of 79.7% (FY24: 103.1%), in line with guidance of c.80.0%
· Net debt at 31 December 2025 of £9.1m excluding lease liabilities (FY24:
£9.0m); leverage at 0.7 times underlying EBITDA
· Following the announcement on 16 April 2026 of a recommended acquisition of
Animalcare, the Board proposes no final dividend for the year ended 31
December 2025
· Since the period end, trading has continued in line with management
expectations
(*) The Group presents a number of non-GAAP Alternative Performance Measures
(APMs) which exclude non-underlying items. APMs are calculated in line with
the Group's accounting policies and therefore may not be directly comparable
with other companies.
Strategic and Operational Highlights
Flagship brands continuing to deliver strong double-digit growth, fuelled by
new indications
· Double digit growth in novel products Daxocox (+23%) and dental range
comprising Plaqtiv+ (+42%) and Orozyme (+30%)
· Expansion of the Daxocox range, including launch of a new peri-operative pain
indication in Europe; approval granted in Japan
Expanded presence in AsiaPac, with Randlab's strong performance ahead of
initial expectations
· Randlab delivered like-for-like organic growth of c.12.0% at CER and
successfully integrated
· 25% strategic equity investment in InVetro, an Australian Companion Animal
business
Building our new product pipeline
· R&D investment increased to 4.5% of revenue (FY24: 2.8%), reflecting
accelerated activity across the new product pipeline
· Acquisition of VHH NGF antibody programme and related assets, supporting the
expansion of the pain portfolio
· Added a novel biological treatment for Equine Sweet Itch to the pipeline,
developed through a licence agreement with 272Bio
· Pipeline delivery capability strengthened with the appointment of Dr Hafid
Benchaoui as Chief Strategy and Science Officer in November 2025
Recommended offer by CCP Paw 2 Limited
On 16 April 2026, Animalcare's Board announced it had agreed the terms of a
recommended acquisition by CCP Paw 2 Limited, an indirect subsidiary of funds
managed by Charterhouse Capital Partners LLP.
Animalcare's Chief Executive Officer, Jenny Winter, commented: "2025 was a
year of strategic execution and financial delivery, as we continue to build a
more scalable and growth-oriented business. Our flagship brands experienced
good momentum, supported by new product launches and commercial excellence and
we strengthened our international footprint and team through the acquisition
of Randlab and strategic investment in InVetro."
Enquiries
Animalcare Group Plc +44 (0)1904 487 687
Jenny Winter, Chief Executive Officer
Chris Brewster, Chief Financial Officer
Media/investor relations
communications@animalcaregroup.com (mailto:communications@animalcaregroup.com)
Stifel (Nominated Advisor & Joint Broker) +44 (0)20 7710 7600
Ben Maddison, Francis North, Jason Grossman, Ben Good
Panmure Liberum (Joint Broker) +44 (0)20 7886 2500
Corporate Finance - Emma Earl/Freddy Crossley
Corporate Banking - Rupert Dearden
Alma Strategic Communications +44 (0)20 3405 0205
Caroline Forde, Kinvara Verdon, Rose animalcare@almastrategic.com (mailto:animalcare@almastrategic.com)
Docherty
About Animalcare
Animalcare Group plc is a UK AIM-listed international veterinary sales and
marketing organisation. Animalcare operates in seven European countries as
well as Australia, New Zealand and the UAE and exports to approximately 40
countries in Europe and worldwide. The Group is focused on bringing new and
innovative products to market through its own development pipeline,
partnerships and via acquisition.
For more information about Animalcare, please visit www.animalcaregroup.com
(http://www.animalcaregroup.com)
Recommended offer by CCP Paw 2 Limited
On 16 April 2026, Animalcare's Board announced it had agreed the terms of a
recommended acquisition by CCP Paw 2 Limited, an indirect subsidiary of funds
managed by Charterhouse Capital Partners LLP ("Charterhouse").
For the full announcement, please visit
https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/
(https://www.animalcaregroup.com/investors/recommended-offer-by-ccp-paw-2-limited/)
Cautionary statement regarding forward looking information
Where this announcement (including information incorporated by reference in
this announcement) contains "forward-looking statements", they are based on
the current expectations and assumptions, and speak only as of the date they
are made. Such statements and forecasts involve risk and uncertainty because
they are based on current expectations and assumptions but relate to events
and depend upon circumstances in the future; you should not place reliance on
them.
Without limitation, any statements preceded or followed by or that include the
words "targets", "plans", "expects", "is expected", "is subject to", "budget",
"estimates", "forecasts", "intends", "anticipates", "sees", "believes",
"aims", "confident", "will have", "will be", "will ensure", "likely",
"foresee" or the negative of these terms or other similar terms are intended
to identify such forward-looking statements. There are a number of factors
that could cause actual results or developments to differ materially from
those expressed or implied by forward-looking statements and forecasts.
Forward-looking statements and forecasts are based on the Directors' current
view and information known to them at the date of this statement. The
Directors do not make any undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
The Group cautions investors that a number of factors, known and unknown,
could cause actual results to differ materially from those expressed or
implied in any forward-looking statement. Neither the Group, nor any of its
Directors, officers or employees, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually occur. Undue
reliance should not be placed on these forward-looking statements. Animalcare
expressly disclaim any obligation or undertaking to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, unless required to do so by applicable law or regulation.
Chair's Statement
2025 saw the Company take further strides in laying a solid foundation for
sustainable growth.
A particular highlight has been the increase in expertise across our expanding
team. Our Group culture and capabilities have greatly benefited from the
integration and collaboration with new colleagues from Randlab and the
addition of the InVetro team. A key focus has been investing in our people
through training and development, enhancing our execution abilities.
The Group's sustained strategic execution delivered a positive financial
performance, with strong revenue and underlying EBITDA growth, improved
margins and strong cash generation, which combined with disciplined capital
allocation, has maintained our balance sheet strength.
Of note in the period was the successful integration of Randlab following its
acquisition at the start of the year, delivering significant contributions to
both revenue and underlying EBITDA in line with our ambitions for the
business. The acquisition has reinforced Animalcare's strong position in the
high-growth Equine market, with Equine now representing 24% of Group revenues
compared to 10% in 2024, while enhancing the Group's cash generation. The
Board continued to assess further opportunities for inorganic growth, with the
25% strategic equity investment completed in June in InVetro Pty Ltd, an
Australia-based Companion Animal business, further evidence of this,
strengthening the Group's footprint in this region.
Meanwhile, the Group saw continued double-digit growth in our flagship brands,
including Daxocox, Plaqtiv+ and Orozyme demonstrating the value of a
differentiated product portfolio - and the importance of its development.
With much of the growth in global animal health markets coming from new,
differentiated products, notably biologics, the Group increased its annual
R&D investment to 4.5% in 2025, up from 2.8% in 2024. The Group's new
product development pipeline now comprises six key projects progressing
through various development stages, encompassing life cycle management
projects to extend the utility and reach of existing brands alongside new
products with transformative potential. A key development in the year, which
strengthened the R&D pipeline, was the acquisition of the VHH NGF antibody
programme and related assets, advanced in collaboration with 272Bio, which
also provides an opportunity to expand the programme into other species and
indications. Additionally, the Group entered a licence agreement with 272Bio
for the development of a treatment for Sweet Itch, a common allergic skin
condition with a significant unmet need in the Equine market.
Recommended Acquisition of Animalcare Group plc
On 16 April 2026, post period end, and following a comprehensive review
supported by our advisers, the Animalcare Directors unanimously recommended
the acquisition of the Group by a subsidiary of funds managed by Charterhouse
Capital Partners LLP to shareholders (the "Acquisition").
As Chair, my priority is to ensure that Animalcare shareholders have the
opportunity to realise fair value for their investment. As stated in the
announcement on 16 April, the Board remains confident in the Group's
standalone prospects and committed to the ambitious targets set at the March
2026 capital markets event, but recognises delivering these ambitions would
require a sustained period of investment and execution over a number of years,
against a backdrop of increasing macroeconomic uncertainty.
Having evaluated the Acquisition against the Group's growth strategy, the
Board concluded unanimously that the Acquisition is in the best interests of
Animalcare and Animalcare shareholders as a whole, and represents a superior
outcome for stakeholders than remaining an independent AIM-listed entity and
that the cash offer of 336 pence per share provides a premium to recent share
trading and reflects Animalcare's future growth prospects.
On behalf of the Board, I want to recognise the hard work of the entire
Animalcare team, whose commitment and shared vision have made the achievements
of recent years possible.
Ed Torr
Independent Non-Executive Chair
6 May 2026
Chief Executive Officer's Statement
Continued positive trading performance
2025 has demonstrated the strength within the business, providing a strong
springboard for growth acceleration in future years.
Group revenue increased 20.0% at AER to £89.1m, underlying EBITDA increased
52.6% to £17.7m, and the Group maintained high levels of cash generation,
with leverage at 0.7x underlying EBITDA.
A standout of the year was the strong performance by Randlab, the Australian
Equine business we acquired in early 2025 ahead of our initial expectations.
We have been delighted to welcome Bruce and his team to the Group.
In Companion Animals, flagship brands, such as Daxocox and Plaqtiv+, delivered
double-digit growth, fuelled by the launch of the Peri-Operative Pain
indication in Europe, while the Production Animals' portfolio also contributed
positively due to strong customer relationships. Equine performed very
strongly, benefiting from the significant contribution from Randlab.
Our commercial team has continued to bring operational improvements and
enhancements to the way in which we take our brands to market, demonstrated by
the growth in our German operations. This is a model we will be taking to
other regions in the year ahead, as we modestly increase our investment into
sales and marketing to support further growth, particularly in our dental
health ranges.
Over the last five years, we have made significant strategic progress. We have
deliberately evolved from a business with fragmented portfolios, limited
scale and focus, high levels of 'distribution' products, limited M&A
capacity and only one asset in the development pipeline, to a growing business
with strong foundations to execute on our strategic priorities:
· Increasing the quality and sustainability of our portfolio
· Building competitive capacity and capability in our commercial teams
· Strengthening our supply chain
· Seeking more M&A opportunities
· Building new product-development pipeline capability, external partnerships
and increasing investment from an historical average of around 2.0% to 4.5% in
2025
Organic growth
Building and nurturing a focused portfolio of attractive, profitable brands
that offer sustainable revenues and strong margins is at the heart of our
long-term strategy. In recent years, we have re-engineered our product lineup
to place greater emphasis on brands that we can commercialise across all our
markets. Combined with ongoing investment in sales and marketing excellence,
this gives us important synergies that are hard to access from smaller, more
local, products.
The value of that approach is evident in the continuing enthusiastic customer
response to brands such as Daxocox and Plaqtiv+. Sales of Daxocox, our
long-acting NSAID for the treatment of osteoarthritic pain, grew by 23% in
2025, while revenues generated by the Plaqtiv+ dental range were up 42%. Each
of our product categories delivered growth over the 12 months. Companion
Animals returned to normal growth, as expected. Production Animals returned to
more normal demand patterns for the full year, following an exceptional first
half, and Equine benefited from enhanced control over Danilon.
Looking ahead, we have identified an opportunity to accelerate growth in our
key non-prescription brands, over and above the double-digit growth already
being achieved, through opening up a new retail channel, providing us with
access to the remaining 70% of buyers who do not purchase directly from a vet.
Our focus in 2026 will be on achieving initial contracts with new digital
stores, supported by investing in digital marketing capabilities and
activities, alongside key account management, drawing on the expertise of our
team, who have delivered digital retail growth in past roles.
Another initiative for the year ahead will be further refinement of our supply
chain management. With the business having grown through acquisition in the
past, we have already achieved a significant reduction in our portfolio
complexity. We believe that through the further simplification of our supply
chain we can increase resilience, increase revenue growth through availability
of product and increase our EBITDA margin through strong relationships.
Inorganic growth
Animalcare is committed to pursuing value-creating external opportunities that
have the potential to grow our business through M&A, in-licensing and
partnerships. We have a healthy pipeline at various stages of assessment,
undergoing our disciplined assessment process.
In early 2025, we achieved a significant milestone with the acquisition of
Randlab, the Australia-based Equine health company. The integration of Randlab
into the Group is progressing well and, in some cases, ahead of expectations,
with the objective to preserve the absolute focus on the Equine market and
entrepreneurial operating environment.
The progress and performance in the year are testament to the leadership team
brought in to oversee the business and their strong collaboration with the
highly experienced local team as well as their new Animalcare colleagues.
Through working together, opportunities were identified to grow the business,
enabling the acceleration of investment plans within Australia and into new
markets to scale commercially, including the UAE, while, at the same time,
nurturing the local entrepreneurial culture that defines Randlab and makes it
a trusted choice with its loyal customer base. This expansion is supported by
the key hires made in 2025 in the commercial team, which included a new Export
Manager and additional sales roles in the Gulf Co-operation Countries, New
Zealand and New South Wales.
We have continued to build scale internationally, notably via the 25%
strategic equity investment in the Australian Companion Animal business,
InVetro Pty Ltd, in June 2025, expanding our presence in the growing
Asia-Pacific veterinary market.
Developing new products
Central to the Group's growth strategy is building a balanced pipeline of new
products, to replicate and expand the success of our novel products, Daxocox
and Plaqtiv+, and meet the needs of the animal health market. R&D
activities and investment have accelerated across a range of opportunities
(notably Sweet Itch, VHH NGF and E-6132), which the Board believes has the
potential to drive transformative growth in the medium to long term. We were
delighted to appoint Dr Hafid Benchaoui as Chief Strategy and Science Officer
(CSSO), to strengthen the development of our new product pipeline. He will
lead R&D at both a strategic and technical level and join the Senior
Executive Team. Previously Head of Global Research and Development (R&D)
at ECO Animal Health, Hafid brings extensive international animal health
experience to the role.
In total, the Group now has six major projects in the pipeline at different
stages with large market opportunities (in excess of c.£100m) and unmet need.
These programmes have been selected due to their strong fit with the Group's
strengths, expertise and commercial relationships across the Equine and
Companion Animal markets. All are the Company's own IP, other than Sweet Itch
which is in-licensed.
On 22 August 2025, the Group announced the acquisition of the VHH NGF antibody
programme and related assets for a net cash consideration of €0.7m, which
had previously been licensed from Orthros Medical in March 2022. This provides
Animalcare full ownership and control of the intellectual property and
associated assets, enabling independent development working alongside 272Bio
and commercialisation of the technology to support the expansion of the
Group's pain portfolio. The Group is advancing the lead Equine asset, with
promising early results.
The Group has also entered into a licence agreement with 272Bio to develop a
novel biological treatment for a common Equine skin condition (Sweet Itch),
which affects an estimated c.8% of horses globally. The deal structure
includes an initial commitment of c.£2.0m to fund preclinical research, which
will be expensed over the next 18-24 months as we work towards achieving proof
of concept.
Life cycle management activities of key brands are ongoing, expanding their
market reach. In late July, Daxocox received European Union approval for use
in a peri-operative setting, adding a new indication for the long-acting
NSAID, enabling broader market access and reinforcing the Group's growth
ambitions for the Daxocox franchise. Meanwhile, the Group continues to seek
regulatory approval for the use of Daxocox in new territories, with approval
granted in Japan, as well as exploring the opportunity to launch in the US
within the next few years.
Summary
Our expanding global presence, strong brands and attractive product lineup
provide a solid platform as the Group entered 2026. I would like to thank
colleagues across Animalcare for their continued dedication as we pursue our
growth strategy, and to the Board members for their guidance and support.
Jennifer Winter
Chief Executive Officer
6 May 2026
Chief Financial Officer's Statement
Financial Review
2025 has been a strong year featuring significant revenue and EBITDA growth,
while maintaining the Group's highly cash-generative profile and strong
balance sheet. With leverage at 0.7X underlying EBITDA, this performance gives
us the platform to accelerate our strategic priorities and deploy capital in a
targeted, value-accretive way.
Underlying and Statutory Results
To provide comparability across reporting periods, the Group presents its
results on both an underlying and statutory (IFRS) basis. The Directors
believe that presenting our financial results on an underlying basis, which
excludes non-underlying items, provides more useful and relevant information
of business performance to stakeholders. IFRS results include these items to
provide the statutory results.
All figures are reported at actual exchange rates (AER) unless otherwise
stated. Commentary will include references to constant exchange rates (CER) to
identify the impact of foreign exchange movements. A reconciliation between
underlying and statutory results is provided at the end of this financial
review.
Overview of underlying financial results
The financial year has been marked by strong execution and strategic progress.
The acquisition of Randlab has proved transformational, accelerating our
growth and enhancing profitability and operating leverage. With our growing
international footprint, continued growth in our leading brands and an
increasingly attractive product portfolio and pipeline, we are confident in
our ability to build on this momentum into 2026.
2025 2024 % Change at AER
£'m
£'m
Revenue 89.1 74.2 20.0%
Gross profit 52.4 41.2 27.2%
Gross margin % 58.8% 55.6% 3.2%
Underlying EBITDA 17.7 11.6 52.6%
Basic underlying continuing EPS (p) 15.7p 10.9p 44.0%
Revenue - Randlab acquisition accelerates growth
Group revenue increased by 20.0% (20.1% at CER) to £89.1m, reflecting the
marked beneficial effect of the successful integration of Randlab, underpinned
by like-for-like organic growth of 1.7% at AER (0.7% at CER) with all three
product category revenues increasing versus prior year in trading conditions,
which were varied across our end markets.
Revenue performance by product category is shown in the table below:
2025 2024 % Change at AER
£'m
£'m
Companion Animals 50.3 49.8 1.0%
Production Animals 17.7 17.0 4.0%
Equine (including acquisition of Randlab) 21.1 7.4 185.1%
Total 89.1 74.2 20.0%
Companion Animals
Revenue in Companion Animals increased by 1.0% to £50.3m, reflecting
sustained and strong momentum across several of our flagship brands, including
continued double-digit growth in Daxocox (+23%) and our dental range, with
Orozyme (+30%) and Plaqtiv+ (+42%) performing particularly well. This solid
performance was underpinned by ongoing focus and investment in sales and
marketing excellence.
Growth in the category was tempered by two factors outside of our control:
reduced Conofite sales, which, as reported at the half-year stage, resulted
from the unexpected regulatory monitoring of topically applied antibiotics in
Spain, and the cessation of distribution arrangements across a number of
older, lower-margin brands. Taken together, these factors resulted in a c.8-9%
sales impact. Notwithstanding this, our Companion Animals business delivered
overall growth, underscoring the resilience and strength of our core portfolio
and the robustness of demand for our key brands.
Production Animals
Production Animal revenue growth returned to more typical demand patterns,
increasing by 4.0% to £17.7m during a period marked by changes within our
distribution partner supply base and end markets. This follows a strong FY24,
which saw sales rise by 7.8%. Growth was primarily supported by several
larger-selling brands, including two owned brands within our Top 10 products.
Equine
Revenue within Equine increased by 185.1% to £21.1m, comprising revenue from
the existing portfolio of £7.5m and acquired revenue from Randlab of £13.6m.
Randlab delivered very strong like-for-like organic growth of, approximately,
12.0% at CER (c.6.0% at AER), above management expectations at CER set at the
time of the acquisition on 3 January 2025. This strong performance was
principally driven by significant growth and expansion of export market sales
alongside growth within the core portfolio in Australia and New Zealand,
including Ulcershield, which is now the Group's fifth-largest brand. Within
the existing Animalcare portfolio, continued growth in Danilon (up 7.4%)
helped to offset a decline in the Equine fluids range, which was affected by
market changes and competition.
Underlying EBITDA and underlying earnings per share
Accelerating growth through R&D investment
The Group is committed to expanding and enhancing our product development
pipeline. With this in mind, we are targeting investment of c.5% of revenue
per annum to support future growth through an increased proportion of
innovative products within the portfolio. As we move into a period of pipeline
expansion and, with this, a step-up of investment in innovation to support our
medium-to-long-term growth ambitions, we expect an increasing proportion of
all overall R&D expenditure to be expensed in the income statement.
To aid understanding on the performance of our core operations, underlying
EBITDA before R&D expenditure is used to reflect the contribution from our
commercial operations prior to the Group's investment in R&D and is the
basis on which cash conversion is calculated, as described later in this
review.
2025 2024 % Change at AER
£'m
£'m
Underlying EBITDA (reported) 17.7 11.6 52.6%
Research and development expenditure - expensed in the year 0.7 - -
Underlying EBITDA before R&D expenditure 18.4 11.6 58.6%
Underlying EBITDA margin % 20.6% 15.6% 5.0%
The Group's underlying EBITDA before R&D expenditure increased by 58.6% to
£18.4m (2024: £11.6m). This growth was primarily driven by Randlab's
significant contribution to EBITDA of £6.4m, underpinned by its high gross
margins, further enhancing the Group's overall profitability and leading to a
500bps improvement in underlying EBITDA margin to 20.6%.
Gross margins improved by 320bps to 58.8%, again predominantly reflecting the
benefits of the acquired Randlab Equine portfolio, which delivered gross
margins of 72.9%, in line with expectations after taking into account
reclassification of certain costs from operating expenses to cost of goods to
align with Group accounting policies. Excluding Randlab, like-for-like gross
margins moderately improved versus the prior year to 56.3% (2024: 55.6%) with
a positive sales mix largely offsetting input cost inflation (COGS). The
Group's targeted pricing strategies mitigated a proportion of cost increases
while maintaining competitiveness across key brands and geographies.
Underlying overheads, defined as gross profit less underlying EBITDA before
R&D expenditure, increased to £34.0m (2024: £29.7m), of which £3.4m
represents additional operating costs associated with Randlab. As we have
progressed with our integration and engagement with the local management team,
our confidence in the growth opportunity has been underpinned, leading to
accelerated investment in our commercial infrastructure within Australia and
the UAE. The balance of £0.9m principally encompasses organic investment in
people costs alongside disciplined control of our overall SG&A costs.
Basic underlying continuing EPS increased by 44.0% to 15.7 pence (2024: 10.9
pence) primarily driven by the strong profit contribution from Randlab and
higher net finance income largely resulting from unrealised foreign currency
translation exchange gains, partially offset by a c.2.0p dilutive impact of
the equity raise completed in December 2024. The underlying effective tax rate
increased to 24% (2024: 18.9%), principally reflecting the shift in the Group
profit mix towards higher tax jurisdictions, notably in relation to Randlab,
partly mitigated by recognition of tax losses.
Overview of reported financial results
Reported Group profit after tax for the year (after accounting for the
non-underlying items and discontinued operations shown in the table and
discussed below) was £5.1m (2024: £18.5m), with reported earnings per share
at 7.3 pence (2024: 30.3 pence per share).
2025 Amortisation and impairment of intangibles Acquisition, restructuring, integration and other costs 2025 2024
Underlying results
£'m
£'m
Reported results
Reported results
£'m
£'m
£'m
Continuing Operations
Revenue 89.1 - - 89.1 74.2
Gross profit 52.4 - (1.0) 51.4 41.2
Selling, general and administrative expenses (37.7) (5.6) - (43.3) (36.7)
Research and development expenses (0.7) - - (0.7) -
Net other operating (expense) / income - - (1.2) (1.2) 2.6
Impairment losses - (0.1) - (0.1) -
Operating profit / (loss) 14.0 (5.7) (2.2) 6.1 7.1
Net finance income / (expense) 0.3 - - 0.3 (1.3)
Profit / (loss) before tax 14.3 (5.7) (2.2) 6.4 5.8
Taxation (3.4) 1.5 0.6 (1.3) (1.0)
Profit / (loss) for the year 10.9 (4.2) (1.6) 5.1 4.8
Profit from discontinued operations - - - - 13.7
Total profit / (loss) for the year 10.9 (4.2) (1.6) 5.1 18.5
Basic earnings per share (p) 15.7p - - 7.3p 30.3p
Non-underlying items totalling £7.9m (2024: net income of £11.2m) relating
to profit before tax have been incurred in the year, as further described in
note 4. In summary, the principal items in 2025 are as follows:
· Amortisation and impairment of acquisition-related intangibles of £5.7m
(2024: £4.0m) reflecting the ongoing non-cash charges associated with the
Group's acquired intangible asset base, largely in relation to the reverse
acquisition of Animalcare Group plc and the acquisition of Randlab
· Restructuring costs of £0.6m relating to targeted organisational changes
designed to streamline operations and enhance efficiency across key parts of
the business
· Acquisition and integration costs of £1.9m, the majority of which relates to
the Group's acquisition of Randlab, completed on 3 January 2025, including a
£1.1m non-cash charge within cost of sales due to the reversal of a fair
value uplift on acquired inventories.
Strong cash flow and balance sheet position
Operating cash flow and cash conversion
The Group continues to generate strong operating cash flows demonstrating the
highly cash-generative qualities of our business. Underlying cash conversion
was 79.7%, in line with our guidance.
As noted earlier, the Group assesses operating cash flow relative to
Underlying EBITDA before R&D expenditure. This reflects the Group's
decision to treat R&D as a growth investment rather than a core trading
cost. In prior periods, cash conversion was calculated against Underlying
EBITDA after R&D; the methodology has changed in 2025 to align with the
Group's capital allocation framework as shown below:
2025 2024
£'m
£'m
Underlying EBITDA - continuing operations 18.4 11.6
Underlying EBITDA - discontinued operations - 0.2
Total Underlying EBITDA 18.4 11.8
Change in net working capital (1.5) (0.7)
Taxation (3.2) (0.8)
Non-cash and other adjusting items (1.2) 1.1
Net cash flow from operations before R&D expenditure 12.5 11.4
Non-underlying cash items 2.2 0.8
Underlying net cash flow from operations 14.7 12.2
Underlying cash conversion % 79.7% 103.1%
Underlying net cash flow generated from our operations increased to £14.7m
(2024: £12.2m). The net working capital outflow of £1.5m was primarily
driven by a £2.1m decrease in payables, partially offset by a £1.0m
reduction in inventories. These movements reflect trading and inventory
purchasing patterns towards the year end. Cash taxes significantly increased
compared to 2024, reflecting Randlab tax payments of £1.4m and a £1.0m
increase in like-for-like cash taxes. The rise in tax outflows was mainly
attributable to the geographic distribution of profits and a higher level of
Animalcare balancing tax payments relating to previous years.
Net debt bridge
£'m
Net debt 1 January 2025(1) (9.0)
Net cash flow from operations(2) 12.8
Net capital expenditure (4.2)
Payment of lease liabilities (1.3)
Adjusted free cash flow 7.3
Net interest paid (1.0)
Repayment of loans 0.3
Acquisitions (including M&A fees) (0.8)
Purchase of equity investments (1.4)
Dividends (3.6)
Share issue costs (0.1)
FX on cash and borrowings (0.8)
Net debt at 31 December 2025(3) (9.1)
(1 ) Excluding IFRS 16 lease liabilities.
(2 ) Excluding non-underlying M&A expenses
(3 ) Prior to accounting for IFRS 16 leases.
Net capital expenditure of £4.3m (2024: £2.5m) largely comprised of
investment in our product development pipeline with the balance of expenditure
relating chiefly to our IT business systems and infrastructure.
The Group continued to advance its R&D pipeline of new products that
address significant market opportunities and unmet needs within the veterinary
sector. Total investment increased to £4.0m (2024: £2.1m) across the five
key projects progressing through various stages within our pipeline, analysed
as follows:
2025 2024
£'m
£'m
Research and development expenditure - expensed in the year 0.7 -
Research and development expenditure - capitalised as intangible assets 3.3 2.1
Total expenditure 4.0 2.1
% of revenue 4.5% 2.8%
Total investment in our VHH NGF antibody programme was £1.9m, comprising:
· Gross cash consideration of £0.9m relating to the acquisition of the VHH NGF
antibody programme and related assets in August 2025
· R&D expenditure and an up-front licence payment to access and develop a
half-life extension technology for Equine biologics totalling £1.0m
The balance of investment in our pipeline of £2.1m primarily related to Sweet
Itch, E-6132 and life cycle management activities across key brands, notably
Daxocox.
The Group delivered strong free cash generation before Randlab acquisition
costs and after accounting for lease costs of £7.3m (2024: £7.9m, including
£0.4m Identicare contribution). Net debt ended the year, pre IFRS 16 leases,
at £9.1m (2024: £9.0m). Net debt, including IFRS 16 lease liabilities, was
£12.3m (2024: £11.5m), representing a net debt: underlying EBITDA leverage
ratio of 0.7 times.
Borrowing facilities
As at 31 December 2025, the Group had total credit facilities of €54.0m,
provided by a syndicate of four banks, with all facilities set to mature on 31
March 2029. These facilities include a committed €44.0m revolving credit
facility (RCF) and a €10.0m acquisition line, which is restricted to
acquisition purposes and cannot be used for operational funding.
The loans carry a variable, EURIBOR-based interest rate with an applicable
margin of either 1.26% or 1.50%. The RCF features bullet repayment at maturity
in March 2029, while the acquisition line is amortised through quarterly
payments, also concluding in March 2029.
In early 2025, the Group finalised credit documentation with the remaining two
of the four syndicate banks, bringing the total acquisition facility to the
€10m committed in 2024. This completion ensures an equal allocation of the
total credit facility across all four syndicate banks, with the maturity date
for all facilities remaining at 31 March 2029. The Group centrally manages its
banking arrangements through a cross-currency cash-pooling system, whereby
funds are swept daily from various bank accounts into central accounts. This
approach optimises the Group's overall net interest payable position.
The Group's credit facilities are subject to the following financial
covenants, which are monitored and maintained at all times:
• Net debt to underlying EBITDA ratio of no more than 3.5x
• Underlying EBITDA to interest ratio of at least 4.0x
• Solvency ratio (total assets less goodwill/total equity less
goodwill) of more than 25%
At 31 December 2025, net debt (excluding IFRS 16 lease liabilities) was £9.1m
(2024: £9.0m). Including net cash balances, total on headroom on the
revolving credit facility (RCF) was £36.1m as at 31 December 2025.
As at 31 December 2025, and throughout the financial year, the Group was in
full compliance with all covenant requirements, maintaining significant
headroom across all three measures.
Going concern
Going concern is addressed in detail in note 3 to these preliminary unaudited
financial statements.
Summary
The Group delivered a resilient trading performance in 2025, with strong
execution across our core portfolio and material momentum from the Randlab
acquisition. Randlab has performed ahead of expectations, contributing
significantly to revenue growth in Equine and reinforcing our strategy of
increasing exposure to higher growth, higher margin categories. We continue to
see increasing commercial traction as we expand Randlab's reach across our
geographies and integrate our portfolio into our broader commercial platform.
The Group ends 2025 in a position of strength with Animalcare in a more
resilient, more scalable and more growth-focused business. The addition of
Randlab has elevated our Equine leadership position and provides a platform
for further international expansion, while our investment in InVetro offers a
valuable entry point into the Australian Companion Animal market.
Chris Brewster
Chief Financial Officer
6 May 2026
Consolidated income statement
Year ended 31 December 2025
(unaudited)
For the year ended
Notes Underlying Non-Underlying (Note 4) Total Underlying Non-Underlying (Note 4) Total
2025 2025 2025 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 5 89,107 − 89,107 74,228 − 74,228
Cost of sales (36,680) (1,051) (37,731) (32,984) − (32,984)
Gross profit 52,427 (1,051) 51,376 41,244 − 41,244
Research and development expenses − (651) − − −
(651)
Selling and marketing expenses (14,510) (2,141) (16,651) (12,458) − (12,458)
General and administrative expenses (3,383) (26,635) (20,319) (3,965) (24,284)
(23,252)
Net other operating (expenses) / income (1,253) (1,249) 30 2,546 2,576
4
Impairment losses − (116) (116) − (23) (23)
Operating profit / (loss) 5 14,018 (7,944) 6,074 8,497 (1,442) 7,055
Finance expenses (2,421) − (2,421) (1,520) (988) (2,508)
Finance income 2,686 − 2,686 1,205 − 1,205
Finance income / (cost) net 265 − 265 (315) (988) (1,303)
Share of net gain from associate / joint venture accounted for using the − 4 31 − 31
equity method
4
Profit / (loss) before tax 14,287 (7,944) 6,343 8,213 (2,430) 5,783
Income tax (expense) / income 8 (3,421) 2,156 (1,265) (1,554) 588 (966)
Net profit /(loss) for the period from continuing operations (5,788) 5,078 6,659 (1,842) 4,817
10,866
Profit for the period from discontinued operations 7 − − 48 13,629 13,677
−
Profit / (loss) for the period 10,866 (5,788) 5,078 6,707 11,787 18,494
Earnings per share for profit attributable to the ordinary equity holders of
the Company:
Total profit for the period
Basic earnings per share 9 15.7p 7.3p 11.0p 30.3p
Diluted earnings per share 9 15.6p 7.3p 10.9p 29.9p
Continuing underlying profit for the period
Basic earnings per share 9 15.7p 7.3p 10.9p 7.9p
Diluted earnings per share 9 15.6p 7.3p 10.8p 7.8p
In order to aid understanding of underlying business performance, the
Directors have presented underlying results before the effect of exceptional
and other items. These exceptional and other items are categorised as
'non-underlying' and are analysed in detail in note 4 to these financial
statements. The accompanying notes form an integral part of these consolidated
financial statements.
Consolidated statement of comprehensive income
Year ended 31 December 2025
(unaudited)
For the year ended
2025 2024
£'000 £'000
Profit for the period 5,078 18,494
Other comprehensive expense
Exchange differences on monetary items, net investment in foreign operations* (1,751) −
Exchange differences on translation of foreign operations* 1,576 (528)
Other comprehensive expense, net of tax (175) (528)
Total comprehensive income for the year, net of tax 4,903 17,966
Total comprehensive income attributable to:
The owners of the parent 4,903 17,966
Total continuing other comprehensive income for the period, net of tax 4,903 4,289
Total discontinued other comprehensive income for the period, net of tax − 13,677
4,903 17,966
* May be reclassified subsequently to profit and loss
Consolidated statement of financial position
Year ended 31 December 2025
(unaudited)
As at 31 December
2025 2024
Notes £'000 £'000
Assets
Non-current assets
Goodwill 10 74,161 39,360
Intangible assets 11 42,271 16,597
Property, plant and equipment 1,168 305
Right-of-use-assets 14 3,053 2,316
Investments in associates 12 1,493 −
Deferred tax assets 8 1,648 2,192
Other financial assets 82 82
Total non-current assets 123,876 60,852
Current assets
Inventories 13,270 11,754
Trade receivables 15,974 13,501
Current tax receivables 8 1,043 694
Other current assets 1,028 60,297
Cash and cash equivalents 2,913 11,715
Total current assets 34,228 97,961
Total assets 158,104 158,813
Liabilities
Current liabilities
Borrowings 13 (2,117) (976)
Lease liabilities 14 (1,204) (841)
Trade payables (12,010) (12,908)
Current tax liabilities 8 (896) (623)
Accrued charges (86) (47)
Other current liabilities (4,887) (5,213)
Total current liabilities (21,200) (20,608)
Non-current liabilities
Borrowings 13 (9,863) (19,754)
Lease liabilities 14 (2,024) (1,594)
Deferred tax liabilities 8 (10,303) (3,395)
Provisions (174) (150)
Total non-current liabilities (22,364) (24,893)
Total liabilities (43,564) (45,501)
Net assets 114,540 113,312
Equity
Share capital 13,809 13,795
Share premium 149,992 149,992
Reverse acquisition reserve (56,762) (56,762)
Accumulated profit 5,586 4,197
Other reserves 1,915 2,090
Equity attributable to the owners of the parent 114,540 113,312
Total equity 114,540 113,312
Consolidated statement of changes in equity
Year ended 31 December 2025
(unaudited)
Attributable to the owners of the parent
Share Share Reverse acquisition reserve Accumulated profits Other reserve Total
capital
premium
equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2025 13,795 149,992 (56,762) 4,197 2,090 113,312
Profit for the period − − − 5,078 − 5,078
Other comprehensive expense − − − − (175) (175)
Total comprehensive income − − − 5,078 (175) 4,903
Dividends − − − (3,587) − (3,587)
paid
Exercise of share 14 − − − − 14
options
Share-based remuneration − − − (102) − (102)
At 31 December 2025 13,809 149,992 (56,762) 5,586 1,915 114,540
Attributable to the owners of the parent
Share Share Reverse acquisition reserve Accumulated losses Other reserve Total
capital
premium
equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 12,022 132,798 (56,762) (12,781) 2,618 77,895
Profit for the period − − − 18,494 − 18,494
Other comprehensive expense − − − − (528) (528)
Total comprehensive income − − − 18,494 (528) 17,966
Dividends − − − (3,019) − (3,019)
paid
Exercise of share 53 − − − − 53
options
Capital increase (net of costs) 1,720 17,194 − − − 18,914
Share-based payments − − − 1,503 − 1,503
At 31 December 2024 13,795 149,992 (56,762) 4,197 2,090 113,312
Reverse acquisition reserve
Reverse acquisition reserve represents the reserve that was created upon the
reverse acquisition of Animalcare Group plc.
Other reserve
Other reserve relates to currency translation differences. These exchange
differences arise on the translation of subsidiaries with a functional
currency other than sterling. The increase in the charge through other
comprehensive income compared to the prior period reflects exchange
differences arising from monetary items that form part of the Group's net
investment in a foreign operation.
Consolidated cash flow statement
Year ended 31 December 2025
(unaudited)
For the year ended 31 December
2025 2024
Notes £'000 £'000
Operating activities
Profit before tax from continued operations 6,343 5,783
Profit before tax from discontinued operations − 13,685
Profit before tax 6,343 19,468
Non-cash and operational adjustments
Share in net profit of associate / joint venture 12 (4) (31)
Depreciation of property, plant and equipment 1,500 1,138
Amortisation of intangible assets 11 7,736 6,043
Impairment of intangible assets 11 116 23
Share-based payment expense 214 678
Gain on disposal of intangible assets (361) (430)
Non-cash movement in provisions 446 488
Gain on sale of discontinued operation − (13,723)
Movement allowance for bad debt and inventories 730 1,193
Finance income (1,461) (426)
Finance expense 2,422 230
Impact of foreign currencies (1,226) 1,552
Gain from sale of joint venture and release of associated liabilities − (3,375)
Loss / (gain) from IFRS 16 lease modification 10 (1)
Other 7 (3)
Movements in working capital
(Increase) / decrease in trade receivables (334) 1,008
Decrease / (increase) in inventories 1,029 (3,465)
(Decrease) / increase in payables (2,164) 1,762
Income tax paid (3,189) (777)
Net cash flow from operating activities 11,814 11,352
Investing activities
Purchase of property, plant and equipment (221) (208)
Purchase of intangible assets 11 (4,031) (2,802)
Proceeds from the sale of tangible / intangible assets 15 505
Proceeds from the sale of joint venture − 3,780
Loans repaid / (given) 303 (300)
Proceeds from sale of subsidiary, net of cash disposed − 24,522
Transaction costs from sale of subsidiary − (634)
Advanced payments to acquire subsidiaries − (59,712)
Purchase of subsidiaries net of cash acquired 6 135 −
Purchase of equity accounted investee 12 (1,440) −
Interest income − 989
Net cash flow used in investing activities (5,239) (33,860)
Consolidated cash flow statement (continued) For the year ended 31 December
Year ended 31 December 2025
(unaudited)
2025 2024
Notes £'000 £'000
Financing activities
(Repayments) / proceeds from loans and borrowings (9,651) 17,812
Repayment of IFRS 16 lease liability 14 (1,325) (976)
Exercise of share options 14 53
Receipts from issue of share capital − 20,000
Share issue costs (130) (956)
Dividends paid (3,587) (3,019)
Interest paid (898) (408)
Other finance expense (61) (386)
Net cash flow used in financing activities (15,638) 32,120
Net (decrease) / increase of cash and cash equivalents (9,063) 9,612
Cash and cash equivalents at beginning of year 11,715 4,642
Exchange rate differences on cash and cash equivalents 13 261 (2,539)
Cash and cash equivalents at end of year 2,913 11,715
Reconciliation of net cash flow to movement in net debt
Net (decrease) / increase in cash and cash equivalents in the year (9,063) 9,612
Cash flow from decrease / (increase) in debt financing 9,651 (17,812)
Foreign exchange differences on cash and borrowings 13 (640) (2,524)
Movement in net debt during the year (52) (10,724)
Net debt at the start of the year (11,450) (1,234)
Movement in lease liabilities during the year 14 (793) 508
Net debt at the end of the year (12,295) (11,450)
Notes to the consolidated financial statements (unaudited)
1. Financial information
The unaudited financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2025 and 31
December 2024. Statutory accounts for the year ended 31 December 2024 have
been delivered to the registrar of companies, the Company's auditor, Grant
Thornton UK LLP, reported on those accounts; their report was (i) unqualified,
(ii) did not include a reference to any matters to which the auditor drew
attention by way of emphasis without qualifying their report and (iii) did not
contain a statement under s498 (2) or (3) of the Companies Act 2006. The
statutory financial statements for the year ended 31 December 2025 have not
been finalised but this preliminary announcement has been prepared by the
Directors based on the results and position which they expect will be
reflected in those statutory accounts. Accordingly, the financial information
for 2025 is presented unaudited in the preliminary announcement.
2. Basis of preparation
The accounting policies applied in this financial information have been
aligned with those in the financial statements. The financial statements have
been prepared in accordance with UK-adopted international accounting standards
("IFRS") and the applicable legal requirements of the Companies Act 2006,
except for the revaluation of certain financial instruments. They have also
been prepared in accordance with the requirements of the AIM Rules.
3. Summary of significant accounting policies
Going concern
The Directors have prepared cash flow forecasts covering a period to December
2027, being at least twelve months from the date of approval of these
financial statements (the going concern assessment period). These forecasts
indicate that the Group will have sufficient funds and liquidity to meet its
obligations as they fall due, in particular when taking into account the
potential impact of "severe but plausible" downside scenarios to factor in a
range of downside revenue estimates, higher than expected inflation across our
cost base and higher level of investment in our R&D portfolio, with
corresponding mitigating actions. The Group also conducted a reverse stress
test assessment to evaluate the performance decline necessary to breach its
banking covenants. The required decline was found to be so severe that it was
considered implausible, as it would necessitate a significant reduction in
both gross margin and cash conversion to breach the Group's tightest covenant.
The output from these scenarios shows that the Group expects to comply with
its banking covenants associated with the current committed facilities
throughout the going concern assessment period. Refer to note 13 for further
details of the Group's borrowing facilities and covenant arrangements.
Subsequent to the reporting date, on 16 April 2026, the Group announced a
recommended acquisition (the "Acquisition") of Animalcare Group plc by CCP Paw
2 Limited, a wholly‑owned indirect subsidiary of funds managed by
Charterhouse Capital Partners LLP ("Charterhouse"). Completion of the
transaction remains subject to customary conditions, including shareholder
approval and court sanction, and therefore there is uncertainty at the date of
approval of these financial statements as to whether, and when, the
transaction will complete.
The Directors have considered Charterhouse's stated intentions for the Group,
but acknowledge that decisions as to the future of the Group will be outside
of their control.
The Acquisition, therefore, gives rise to a material uncertainty related to
events or conditions that may cast significant doubt on the Group's ability to
continue as a going concern. Notwithstanding this, these financial statements
have been prepared on a going concern basis and therefore do not contain the
adjustments that would result if the Group was unable to continue as a going
concern. The Directors do not expect this to impact the continued operation of
the Group in the 12 months from the date of approval of these financial
statements.
In the event that the acquisition does not complete, the Group would continue
to operate as normal, relying on its existing funding arrangements and the
successful execution of its business plan. Notwithstanding the uncertainty
set out above, and for the reasons set out above, the Directors are satisfied
that it is appropriate to prepare the Group financial statements on a going
concern basis.
4. Non-underlying expenses / (income)
For the year ended 31 December
2025 2024
£'000 £'000
Amortisation and impairment of acquisition related intangibles
Classified within selling and marketing expenses 2,141 −
Classified within general and administrative expenses* 3,383 3,965
Impairment losses 116 23
Total amortisation and impairment of acquisition-related intangibles 5,640 3,988
Acquisition and integration costs
Classified within cost of sales 1,051 −
Classified within net other operating (expense) / income 820 −
Total acquisition and integration costs 1,871 −
Restructuring costs 602 166
Gain on sale of joint venture and release of associated liabilities − (3,375)
Gain on disposal of intangible assets (361) (430)
Expenses related to M&A and business development activities − 739
Other non-underlying items 192 354
Foreign currency translation on acquisition prepayment − 988
Total non-underlying items before taxes from continuing operations 7,944 2,430
Tax impact (2,156) (588)
Total non-underlying items after taxes from continuing operations 5,788 1,842
Other non-underlying items from discontinued operations − 94
Gain on disposal of discontinued operation, net of tax − (13,723)
Total non-underlying items after taxes 5,788 (11,787)
*The Group is now incurring research costs that are expensed directly to the
income statement. In order to provide more clarity on this overhead
investment, and to allow clear reconciliation to the Group's alternative
performance measure of Underlying EBITDA pre-R&D (note 5) certain
reclassifications have been made to the Consolidated Income Statement, and
hence this note. Amortisation has been reclassified to Sales and Marketing
and General and Administrative expenses as appropriate, with the
reclassification applied consistently to both the current and prior year to
ensure comparability.
Unless explicitly stated otherwise in the table above, costs have been
presented within 'Net other operating (expenses) / income' in the Consolidated
Income Statement.
The following table shows the breakdown of non-underlying items from
continuing operations before taxes by category for 2025 and 2024:
For the year ended 31 December
2025 2024
£'000 £'000
Classified within cost of sales 1,051 −
Classified within selling and marketing expenses 2,141 −
Classified within general and administrative expenses 3,383 3,965
Classified within net other operating expense / (income) 1,253 (2,546)
Impairment losses 116 23
Classified within finance expenses − 988
Total non-underlying items before taxes 7,944 2,430
Non-underlying items before taxes from continuing operations totalling
£7,944k (2024: £2,430k) principally comprise:
• The amortisation and impairment of acquisition-related intangible
charge totalling £5,640k (2024: £3,988k) largely relates to the historic
Esteve acquisition of £371k (2024: £1,125), the reverse acquisition of
Animalcare Group plc of £2,648k (2024: £2,840) and the acquisition of
Randlab Group of £2,505k (2024: £nil). It also includes £116k of
impairment (2024: £23k).
• Restructuring costs of £602k (2024: £166k) primarily relates to
an organisational restructuring program in Germany.
• Acquisition and integration costs amounted to £1,871k, the
majority of which relates to the Group's acquisition of Randlab, completed on
3 January 2025 (note 6). This transaction has resulted in acquisition and
integration costs of £1,771k, including £1,051k of non-underlying cost of
sales due to the reversal of a fair value uplift on acquired inventories,
£131k of acquisition costs and £589k post-acquisition and integration costs.
Additionally, on 13 June 2025, the Group acquired a 25% equity interest in
InVetro Pty Ltd, incurring costs of £85k (note 12).
The Group's prior year non-underlying items are presented below:
• Foreign currency translation of £988k arose from a hedging
arrangement entered into to support the acquisition of shares in Randlab
Australia Pty Ltd.
• Expenses of £739k relating to M&A and business development
activities were primarily associated with the acquisition of shares in Randlab
Australia Pty Ltd.
• On 12 April 2024, the Group sold its 33.34% minority interest in
STEM Animalcare Health Inc. for US$4.7m (£3.8m), generating a total gain of
£3,375k. This comprised a £2,654k profit on disposal and £721k arising from
the termination of a capital contribution obligation and the release of future
milestone commitments.
• On 28 February 2024, the Group disposed of its subsidiary
Identicare Limited, resulting in a gain on disposal of £13,723k.
• Additional non-underlying items within discontinued operations
related to share-based payment arrangements linked to growth shares in the
disposed subsidiary, where the fair value of the plan was tied to subsidiary
valuation rather than trading activity.
5. Segment information - from continuing operations
The Animalcare Europe segment is active in the development and sale of
innovative veterinary pharmaceutical products across Europe and via the
European International Partners network. The Randlab segment is engaged in the
development and distribution of veterinary pharmaceuticals and nutritional
supplements tailored to the equine market. In addition, the segment provides
professional support services to equine veterinarians across Australia,
New Zealand, the Middle East, and selected international markets.
The measurement principles used by the Group in preparing this segment
reporting are also the basis for segment performance assessment. The Senior
Executive Team of the Group acts as the Chief Operating Decision Maker. The
Chief Operating Decision Maker monitors performance using key performance
indicators of the Group's revenue, gross margin, Underlying EBITDA excluding
R&D, Underlying EBITDA and EBITDA. EBITDA is defined by the Group as net
profit plus finance expenses, less financial income, plus income taxes and
deferred taxes, plus depreciation, amortisation and impairment and is an
alternative performance measure. Underlying EBITDA equals EBITDA plus
non-underlying items and is an alternative performance measure. EBITDA and
underlying EBITDA are reconciled to statutory measures below.
The following table summarises the segment reporting from continuing
operations for 2025 and 2024. As management's internal reporting structure is
principally revenue and profit-based, the reporting information does not
include assets and liabilities by segment and is as such not presented per
segment.
Following the July 2024 IFRIC agenda decision the Group has presented the
material cost of sales per segment within the table below.
For the year ended 31 December For the year ended 31 December
2025 2025 2025 2024 2024 2024
Randlab Animalcare Europe * Total Randlab Animalcare Europe * Total
From continuing operations £'000 £'000 £'000 £'000 £'000 £'000
Revenue 13,614 75,493 89,107 − 74,228 74,228
Cost of sales (4,743) (32,988) (37,731) − (32,984) (32,984)
Gross Margin 8,871 42,505 51,376 − 41,244 41,244
Gross Margin %** 65.2% 56.3% 57.7% − 55.6% 55.6%
Segment underlying EBITDA (excl. R&D) 6,474 11,907 18,381 − 11,556 11,556
Segment underlying EBITDA % (excl. R&D) 47.6% 15.8% 20.6% − 15.6% 15.6%
Segment underlying EBITDA 6,435 11,295 17,730 − 11,556 11,556
Segment underlying EBITDA % 47.3% 15.0% 19.9% − 15.6% 15.6%
Segment EBITDA 4,866 10,560 15,426 − 14,102 14,102
Segment EBITDA % 35.7% 14.0% 17.3% − 19.0% 19.0%
* Including International Partners
**The Randlab gross margin disclosed above includes a £1,051k purchase price
allocation (PPA) adjustment relating to the fair value uplift of acquired
inventory. Excluding this adjustment, the 2025 underlying gross margin is
72.9% for the Randlab segment and 58.8% for the Group overall.
The underlying and segment EBITDA is reconciled with the consolidated net
profit of the year as follows:
For the year ended 31 December For the year ended 31 December
2025 2025 2025 2024 2024 2024
Randlab Animalcare Europe * Total Randlab Animalcare Europe * Total
From continuing operations £'000 £'000 £'000 £'000 £'000 £'000
Underlying EBITDA (excl. R&D) 6,474 11,907 18,381 − 11,556 11,556
Research and development expenses (39) (612) (651) − − −
Underlying EBITDA 6,435 11,295 17,730 − 11,556 11,556
Non-recurring expenses (excl. amortisation and impairment) (1,569) (735) (2,304) − 2,546 2,546
Segment EBITDA 4,866 10,560 15,426 − 14,102 14,102
Depreciation, amortisation and impairment (2,821) (6,531) (9,352) − (7,047) (7,047)
Operating profit 2,045 4,029 6,074 − 7,055 7,055
Finance expenses (18) (2,403) (2,421) − (2,508) (2,508)
Finance income − 2,686 2,686 − 1,205 1,205
Share in net result of associates / 4 − 4 − 31 31
joint ventures
Income taxes (1,572) (1,275) (2,847) − (1,800) (1,800)
Deferred taxes 1,277 305 1,582 − 834 834
Net profit 1,736 3,342 5,078 − 4,817 4,817
* Including International Partners
6. Business combination
On 3 January 2025, the Group completed an acquisition of Randlab. The
acquisition was executed through a newly incorporated Australian entity,
Animalcare Australia Pty Ltd, which acquired the entire issued share capital
of each Randlab Australia Pty Ltd (and its wholly owned subsidiary, Randlab
(New Zealand) Ltd), Randlab Pty Ltd and Randlab Middle East Veterinary
Medicines Trading LLC (together "Randlab"). The acquisition delivers against
our strategic goals of expanding our geographic reach, acquiring products and
brands that enhance our existing portfolio and building our new product
pipeline.
The transaction has been accounted for using the acquisition method and the
consolidated financial statements include the results of Randlab for the
twelve-month period from the acquisition date.
The fair values of the identifiable assets and liabilities of Randlab as at
the date of acquisition were:
Fair value recognised
on acquisition
£'000
Assets
Non-current assets
Intangible assets 29,302
Property, plant & equipment 816
Deferred tax assets 130
Total non-current assets 30,248
Total non-current assets
Current assets
Inventories 3,810
Trade receivables 1,915
Other current assets 39
Cash and cash equivalents 369
Total Current assets 6,133
Total current assets
Total assets 36,381
Liabilities
Current liabilities
Trade payables (331)
Tax payables (338)
Other current liabilities (593)
Total current liabilities (1,262)
Non-current liabilities
Provisions (69)
Deferred tax liabilities (9,113)
Total non-current liabilities (9,182)
Total Liabilities (10,444)
Total identifiable net assets at fair value 25,937
Goodwill arising on acquisition (note 10) 34,263
Consideration transferred 60,200
Analysis of cash flows on acquisition:
Cash flow on acquisition
£'000
Net cash acquired with the subsidiary (369)
Completion payment 234
Current period cash inflow (135)
Advanced consideration on 31 December 2024 59,712
Net cash flow on acquisition 59,577
All cashflows on acquisition are included in cashflow used in investing
activities.
The cash flow associated with the acquisition comprised an initial payment of
AUD$121m (£59,712k) which was paid in advance on 31 December 2024, followed
by a normalised working capital settlement of AUD$487k (£234k) on 15 May
2025. The total cash outflow, net of £369k cash acquired, amounted to
£59,577k.
As part of the Group's acquisition accounting, a Purchase Price Allocation
(PPA) exercise was undertaken to determine the fair value of identifiable
assets and liabilities at the acquisition date. Adjustments to carrying
amounts were made across several areas to align with fair value measurements
in accordance with IFRS 3 Business Combinations.
The disclosures below outline the valuation methodologies applied and key
assumptions used in determining these fair values.
The acquisition date fair value of the intangible assets amounts to £29,302k.
The assets comprise of brand names, registrations and customer relationships.
The fair value reflects market participant assumptions regarding future cash
flows, useful life, and contributory asset charges. The difference between the
fair value and carrying amount arises from an updated assessment of the
revenue generating potential and the application of market-observed discount
rates.
The acquisition date fair value of freehold land and property is £593k. This
amount forms part of the total recognised Property, Plant and Equipment, which
reflects a broader portfolio of acquired physical assets. The valuation of the
land and property is based on prevailing market comparables and incorporates
assumptions around unrestricted use. The difference between the fair value and
the previous carrying amount arises from revaluation to market terms.
The acquisition date fair value of the inventory amounts to £3,810k. This
includes finished goods and raw materials. The fair value was determined using
the estimated selling price in the ordinary course of business less costs of
completion and sale. The uplift from the carrying value (£1,051k) reflects
adjustments for obsolescence and alignment with market-based recovery
estimates. The release of the uplift is included in cost of sales and included
in non-underlying acquisition and integration costs (note 4).
From the date of acquisition, Randlab has contributed £13,614k of revenue and
£1,736k to the net profit from the continuing operations of the Group.
The goodwill recognised has been allocated to the Randlab cash generating unit
and is primarily attributed to the expected synergies and other benefits from
combining the assets and activities of Randlab with those of the Group (note
10). The goodwill is not deductible for income tax purposes.
Transaction and integration costs within the current period of £1,771k have
been expensed and are included in non-underlying other operating expenses
(note 4) in the consolidated income statement and are part of operating cash
flows in the consolidated cash flow statement.
7. Discontinued operations
On 28 February 2024, the Group sold its entire interest in its majority stake
in its subsidiary Identicare Ltd. The Group recognised a gain in relation to
the sale of £13,723k, which was based on total consideration (net of
associated costs and cash disposed) of £23,888k, cash disposed of £340k and
a net asset value of £10,505k. For further details, please refer to the
Group's financial statements for the year ended 31 December 2024.
8. Income tax expense - from continuing operations
Current tax receivables and current tax liabilities
Current tax receivables £1,043k (2024: £694k) and current tax liabilities
£896k (2024: £623k) solely relate to income taxes.
Income tax expense
The following table shows the breakdown of the tax expense for 2025 and 2024:
For the year ended 31 December
2025 2024
£'000 £'000
Current tax charge (2,968) (1,525)
Tax adjustments in respect of previous years 121 (275)
Total current tax charge (2,847) (1,800)
Deferred tax - origination and reversal of temporary differences 1,673 438
Deferred tax - adjustments in respect of previous years (91) 396
Total deferred tax credit 1,582 834
Total tax expense for the year (1,265) (966)
The total tax expense can be reconciled to the accounting profit as follows:
For the year ended
2025 2024
£'000 £'000
Profit before tax 6,343 5,783
Share of net gain in associate / joint venture (4) (31)
Profit before tax, excl. share in net gain of associate / joint venture 6,339 5,752
Tax at 25.0% (1,585) (1,438)
Effect of:
Overseas tax rates (26) 16
Non-deductible expenses (245) (285)
Income not subject to tax - gain on sale of joint venture − 844
Use of tax losses previously not recognised 54 −
Recognition of tax losses previously not recognised 605 −
Tax adjustments in respect of previous year 30 121
Non-recognition of deferred tax on current year losses − (481)
Derecognition of formerly recognised deferred tax assets − (49)
Deferred taxes on share-based payments (9) 251
Other (89) 55
Income tax expense as reported in the consolidated income statement (1,265) (966)
The tax credit of £2,156k (2024: £588k) shown within "Non-underlying items"
on the face of the consolidated income statement, which forms part of the
overall tax charge of £1,265k (2024: £966k), relates to the items in note 4.
The tax rates used for the 2025 and 2024 reconciliation above are the
corporate tax rates of 25.0% (Belgium), 19.0% (the Netherlands), 30.7%
(Germany), 25.0% (Spain), 25.0% (Italy), 21.0% (Portugal), 25.0% (the United
Kingdom), 30.0% (Australia), 9.0% (United Arab Emirates) and 28.0% (New
Zealand). These taxes are payable by corporate entities in the above-mentioned
countries on taxable profits under tax law in that jurisdiction.
Deferred taxes at the balance sheet date have been measured using the enacted
tax rates.
Deferred tax
(a) Recognised deferred tax assets and liabilities
Assets Liabilities Total
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Goodwill − − (1,749) (1,550) (1,749) (1,550)
Intangible assets − 214 (9,512) (2,129) (9,512) (1,915)
Property, plant and equipment including right-of-use assets − − (722) (511) (722) (511)
Financial fixed assets − 1 − − − 1
Inventory 121 − − (24) 121 (24)
Trade and other receivables / (payables) − 129 (608) − (608) 129
Lease liabilities 577 461 − − 577 461
Share-based payments 275 488 − − 275 488
Accruals and deferred income 343 189 − − 343 189
Tax losses carried forward 2,620 1,529 − − 2,620 1,529
Netting by tax entity (2,288) (819) 2,288 819 − -
Total 1,648 2,192 (10,303) (3,395) (8,655) (1,203)
The table above presents deferred tax assets and liabilities on a gross basis
prior to allowable offsetting within tax jurisdictions as presented on the
face of the Consolidated statement of financial position.
(b) Movements during the year
Movement of deferred taxes during 2025:
Balance as at 1 January 2025 Recognised Recognised Acquisition of subsidiary Foreign exchange adjustments Balance as at 31 December 2025
in income in reserves
£'000 £'000 £'000 £'000 £'000 £'000
Goodwill (1,550) (119) − − (80) (1,749)
Intangible assets (1,915) 1,196 − (8,802) 9 (9,512)
Property, plant and equipment including right-of-use assets (511) (184) − − (27) (722)
Financial fixed assets 1 (1) − − − −
Inventory (24) 373 − (197) (31) 121
Trade and other receivables / (payables) 129 (770) − − 33 (608)
Accruals and deferred income 189 325 (194) − 23 343
Lease liabilities 461 25 67 − 24 577
Share-based payments 488 (213) − − − 275
Tax losses carry forward and other tax benefits 1,529 950 63 − 78 2,620
Net deferred tax (1,203) 1,582 (64) (8,999) 29 (8,655)
Movement of deferred taxes during 2024:
Balance at 1 January 2024 Recognised in income Recognised in reserves Disposal of subsidiary Foreign exchange adjustments Balance at 31 December 2024
£'000 £'000 £'000 £'000 £'000 £'000
Goodwill (1,444) (171) − − 65 (1,550)
Intangible assets (2,525) 626 − − (16) (1,915)
Property, plant and equipment including right-of-use assets (645) 66 − 40 28 (511)
Financial fixed assets 1 (1) − − 1 1
Inventory (54) 26 − − 4 (24)
Trade and other receivables / (payables) 30 95 − − 4 129
Accruals and deferred income 132 63 − − (6) 189
Lease liabilities 580 (94) − − (25) 461
Share-based payments − 251 237 − − 488
Tax losses carry forward and other tax benefits 1,636 (27) − (80) 1,529
Net deferred tax (2,289) 834 237 40 (25) (1,203)
Tax losses
The Group has unused tax losses, tax credits and notional interest deduction
available in an amount of £13,052k for 2025 (2024: £10,680k). The tax losses
carry forward indefinitely, as there is no expiration date prescribed for
their utilisation.
Deferred tax assets have been recognised on available tax losses carried
forward for all legal entities, resulting in amounts recognised of £2,620k
(2024: £1,529k). This was based on management's estimate that sufficient
positive taxable profits will be generated in the near future for the related
legal entities with fiscal losses. The deferred tax asset is not expected to
be recovered within the next 12 months and is anticipated to be fully
recovered thereafter.
The total unrecognised tax losses as at 31 December 2025 were £2,568k (2024:
£4,961k).
9. Earnings per share
Basic earnings per share amounts are calculated by dividing the net profit for
the period attributable to ordinary equity holders of the parent company by
the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit
attributable to ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the period, adjusted for the
effects of dilutive instruments.
The following income and share data was used in the earnings per share
computations:
Profit for the period
As at 31 December
2025 2024 2025 2024
Underlying Underlying Total Total
£'000 £'000 £'000 £'000
Net profit 10,866 6,707 5,078 18,494
Net profit attributable to ordinary equity holders of the parent adjusted for 10,866 1 6,707 5,078 18,494
the effect of dilution
Net continuing profit 10,866 6,659 5,078 4,817
Net continuing profit attributable to ordinary equity holders of the parent 10,866 6,659 5,078 4,817
adjusted for the effect of dilution
Average number of shares (basic and diluted)
For the year ended 31 December
2025 2024 2025 2024
Underlying Underlying Total Total
Number Number Number Number
Weighted average number of ordinary shares for basic 69,250,726 61,110,644 69,250,726 61,110,644
earnings per share
Dilutive potential ordinary shares 197,152 666,052 197,152 666,052
Weighted average number of ordinary shares adjusted for effect of dilution 69,447,878 61,776,696 69,447,878 61,776,696
Basic earnings per share
As at 31 December
2025 2024 2025 2024
Underlying Underlying Total Total
Pence Pence Pence Pence
From total operations attributable to the ordinary equity holders of the 15.7 11.0 7.3 30.3
company
Total basic earnings per share attributable to the ordinary equity holders of 15.7 11.0 7.3 30.3
the company
From continuing operations attributable to the ordinary equity holders of the 15.7 10.9 7.3 7.9
company
Total continuing basic earnings per share attributable to the ordinary equity 15.7 10.9 7.3 7.9
holders of the company
Diluted earnings per share
As at 31 December
2025 2024 2025 2024
Underlying Underlying Total Total
Pence Pence Pence Pence
From total operations attributable to the ordinary equity holders of the 15.6 10.9 7.3 29.9
company
Total diluted earnings per share attributable to the ordinary equity holders 15.6 10.9 7.3 29.9
of the company
From continuing operations attributable to the ordinary equity holders of the 15.6 10.8 7.3 7.8
company
Total continuing diluted earnings per share attributable to the ordinary 15.6 10.8 7.3 7.8
equity holders of the company
10. Goodwill
On acquisition, goodwill acquired in a business combination is allocated to
the cash-generating units ("CGUs") that are expected to benefit from that
business combination. This CGU corresponds to the nature of the business. The
goodwill has been allocated to CGU as follows:
As at 31 December
2025 2024
£'000 £'000
CGU: Animalcare Europe 39,840 39,360
CGU: Randlab 34,321 −
Total 74,161 39,360
The changes in the carrying value of the goodwill can be presented as follows
for the years 2025 and 2024:
Total
£'000
As at 1 January 2024 50,656
Disposal of Identicare Limited - see note 7 (10,855)
Currency translation (441)
As at 31 December 2024 39,360
As at 1 January 2025 39,360
Acquisition of Randlab - see note 6 34,263
Currency translation 538
As at 31 December 2025 74,161
Goodwill allocated to the Animalcare Europe cash-generating unit (CGU), which
included Identicare Limited, arises from past business combinations. To
determine the portion of this goodwill to be disposed of with the sale of
Identicare Limited in the prior year, the transaction value was calculated as
a percentage of the Group's total market capitalisation at the time of
disposal.
Goodwill allocated to the Randlab cash-generating unit (CGU) arises from the
business combination disclosed in note 6.
11. Intangible assets
The changes in the carrying value of the intangible assets can be presented as
follows for the years 2025 and 2024:
R&D assets Patents, distribution rights, licenses & registrations Product portfolios, product development costs & brand names Capitalised software Intangible assets under construction Total
Customer relationships
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Acquisition value / cost
As at 1 January 2024 10,904 18,779 41,500 4,983 203 − 76,369
Additions 812 59 788 589 554 − 2,802
Disposals (74) − − (3) − − (77)
Disposal of Identicare − − − (1,554) (198) − (1,752)
Transfers (1,756) 58 2,115 130 (547) − −
Currency translation (215) (653) (848) (174) (12) − (1,902)
As at 31 December 2024 9,671 18,243 43,555 3,971 − − 75,440
At 1 January 2025 9,671 18,243 43,555 3,971 − − 75,440
Additions 491 1,434 896 712 498 − 4,031
Assets acquired through business combinations − 3,794 3,567 − − 22,477 29,838
Disposals (29) 1 − − − − (28)
Transfers (230) 20 557 151 (498) − −
Currency translation 236 661 902 221 − (369) 1,651
As at 31 December 2025 10,139 24,153 49,477 5,055 − 22,108 110,932
Accumulated amortisation
As at 1 January 2024 (5,629) (17,187) (29,135) (3,834) − − (55,785)
Amortisation (876) (870) (3,402) (895) − − (6,043)
Disposal of Identicare − − − 1,362 − − 1,362
Impairments (23) − − − − − (23)
Currency translation 163 629 715 139 − − 1,646
As at 31 December 2024 (6,365) (17,428) (31,822) (3,228) − − (58,843)
At 1 January 2025 (6,365) (17,428) (31,822) (3,228) − − (58,843)
Amortisation (862) (741) (3,573) (762) − (1,798) (7,736)
Impairments (4) (29) (83) − − − (116)
Currency translation (195) (714) (825) (188) − (44) (1,966)
As at 31 December 2025 (7,426) (18,912) (36,303) (4,178) − (1,842) (68,661)
Net carrying value
As at 31 December 2025 2,713 5,241 13,174 877 − 20,266 42,271
As at 31 December 2024 3,306 815 11,733 743 − − 16,597
R&D assets relate to acquired development projects as part of the Esteve
business combination in 2015, the reverse acquisition of Animalcare Group plc
in 2017 and external and internal R&D costs for which the capitalisation
criteria are met. Patents, distribution rights, licenses & registrations
include amounts paid for exclusive distribution rights as well as distribution
rights acquired as part of the Esteve business combination in 2015 and the
reverse acquisition of Animalcare Group plc in 2017.
Product portfolios, product development costs and brand names relate to
amounts paid for acquired brands as well as external and internal product
development costs capitalised on the development projects in the pipeline for
which the capitalisation criteria are met.
The transfers of intangible assets under construction involves the allocation
of internally generated assets to various R&D projects, including those
relating to patents, distribution rights, licenses, as well as product
portfolios and development costs.
Transfers from R&D assets to product portfolios, product development costs
& brand names occur when an R&D project advances to a stage where it
is ready for commercialisation. Subsequently, the transferred value of these
assets initiates depreciation in accordance with their remaining useful life.
12. Investments in associates
The Group carried an investment in a joint venture (STEM Animal Health Inc.)
which was accounted for using the equity method up to 12 April 2024 when the
interest in the joint venture was sold.
On 13 June 2025 the Group announced that it had acquired a 25% strategic
equity stake in InVetro Pty Ltd ("InVetro"), an Australian-based Companion
Animal health business. The Group acquired its 25% share, via its 100%
subsidiary Animalcare Australia Pty Ltd, for a cash consideration of AUD$3m
(GBP£1.4m), which was payable at the point of completion. Based on the
existing voting rights (25%) and other contractual arrangements, the Group
does not have control over the investee as defined under IFRS 10 Consolidated
Financial Statements but is considered to hold significant influence in
accordance with IAS 28 Investments in Associates and Joint Ventures.
Name of entity Place of business / country of incorporation % of ownership interest Nature of relationship Measurement method Carrying amount
2025 2024 2025 2024
£'000 £'000
InVetro Pty Ltd Australia 25.00% − Associate Equity method 1,493 −
The tables below provide summarised financial information for the interest in
InVetro Pty Ltd. which is material to the Group. The information disclosed
reflects the amounts presented in the financial statements of InVetro Pty Ltd
and not Animalcare's share of those amounts.
As part of Animalcare's 25% investment in InVetro Animal Health Pty Ltd, the
Group entered into put and call option arrangements that allow the parties to
transact additional shares between 1 July 2029 and 30 June 2030. These options
are classified as derivatives in accordance with IFRS 9 Financial Instruments
and are measured at fair value through profit or loss. Based on current
projections, exercise of the options is not currently expected to generate an
economic benefit for either party, resulting in a fair value of nil at 31
December 2025.
As at 31 December 2025 As at 31 December 2024
£'000 £'000
Non-current assets 124 −
Current assets 1,496 −
Total assets 1,620 −
Non-current liabilities − −
Current liabilities 30 −
Total liabilities 30 −
Net assets 1,590 −
The table below shows the Animalcare Group share at 25%:
As at 31 December 2025 As at 31 December 2024
£'000 £'000
Net assets 398 −
Goodwill 1,095 −
Investment value in associate 1,493 −
Summarised statement of comprehensive income:
For the year ended 31 December 2025 For the year ended 31 December 2024
£'000 £'000
Sales 566 636
Operating expenses (552) (533)
Financial result, net − 38
Net gain for the year 14 141
For the year ended 31 December 2025 For the year ended 31 December 2024
£'000 £'000
Group share in net gain 4 47
Depreciation on fair value adjustments on intangible fixed assets (net of − (16)
deferred tax)
Total Group share in net gain for the year 4 31
Other comprehensive expense − (25)
Group share in total comprehensive income 4 6
Reconciliation of the aforementioned financial information with the net
carrying amount of the investment in the consolidated financial statements:
As at 31 December 2025 As at 31 December 2024
£'000 £'000
As at 1 January − 1,119
Acquisition in equity accounted investee InVetro Pty Ltd. 1,440 −
Group share of net gain 4 31
Foreign currency translation differences 49 (25)
Sale of joint venture STEM Animal Health Inc. − (1,125)
As at 31 December 1,493 −
13. Borrowings
The loans and borrowings include the following:
As at 31 December
Interest rate Maturity 2025 2024
£'000 £'000
Revolving credit facilities Euribor +1.26% March 2029 5,235 16,584
Acquisition loan Euribor +1.50% March 2029 6,745 4,146
Lease liabilities See note 14 3,228 2,435
Total loans and borrowings 15,208 23,165
Of which
Non-current borrowings 9,863 19,754
Non-current lease liabilities 2,024 1,594
Current borrowings 2,117 976
Current lease liabilities 1,204 841
Borrowing facilities
As of 31 December 2025, the Group had total credit facilities of €54.0m,
provided by a syndicate of four banks, with all facilities set to mature on 31
March 2029. These facilities include a committed €44.0m revolving credit
facility (RCF) and a €10.0m acquisition line, which is restricted to
acquisition purposes and cannot be used for operational funding.
The loans carry a variable, EURIBOR-based interest rate with an applicable
margin of either 1.26% or 1.50%. The RCF features bullet repayment at maturity
in March 2029, while the acquisition line is amortised through quarterly
payments, also concluding in March 2029.
The Group centrally manages its banking arrangements through a cross-currency
cash pooling system, whereby funds are swept daily from various bank accounts
into central accounts. This approach optimises the Group's overall net finance
expense.
The Group's credit facilities are subject to the following financial
covenants, which are monitored and maintained on a monthly basis:
• Net debt to underlying EBITDA ratio of no more
than 3.5x
• Underlying EBITDA to interest ratio of at least
4.0x
• Solvency ratio (total assets less goodwill/total
equity less goodwill) of more than 25%
At 31 December 2025, net debt (excluding IFRS 16 lease liabilities) was £9.1m
(2024: £9.0m). Including net cash balances, total on headroom on the
revolving credit facility (RCF) was £36.1m as at 31 December 2025.
As at 31 December 2025, and throughout the financial year, the Group was in
full compliance with all covenant requirements, maintaining significant
headroom across all three measures.
Net debt reconciliation
For the year ended 31 December
2025 2024
£'000 £'000
Cash and cash equivalents 2,913 11,715
Borrowings (11,980) (20,730)
Lease liabilities (3,228) (2,435)
Total (12,295) (11,450)
Liabilities from financing activities Other assets
Borrowings Leases Cash Total
£'000 £'000 £'000 £'000
Net debt as at 1 January 2024 (2,933) (2,943) 4,642 (1,234)
Financing cash flows (17,812) 1,090 9,612 (7,110)
New leases and modifications − (874) − (874)
Foreign exchange adjustments − 109 (2,539) (2,430)
Disposal of Identicare Limited − 297 − 297
Interest expense 15 (114) − (99)
Net debt as at 31 December 2024 (20,730) (2,435) 11,715 (11,450)
Financing cash flows 9,651 1,507 (9,063) 2,095
New leases and modifications − (1,226) − (1,226)
Foreign exchange adjustments (821) (80) 261 (640)
Changes due to business combinations − (812) − (812)
Interest expense (80) (182) − (262)
Net debt as at 31 December 2025 (11,980) (3,228) 2,913 (12,295)
14. IFRS 16 Leases
The balance sheet shows the following amounts relating to leases as at 31
December 2025:
As at 31 December
2025 2024
£'000 £'000
Buildings 1,538 1,237
Vehicles 1,312 1,074
Other 203 5
Total right-of-use assets 3,053 2,316
Current lease liabilities 1,204 841
Non-current lease liabilities 2,024 1,594
Total lease liabilities 3,228 2,435
Below are the carrying amounts of right-of-use assets recognised and the
movements during the year:
Land and buildings Vehicles Other Total
£'000 £'000 £'000 £'000
Acquisition value / cost
As at 1 January 2024 2,367 2,518 19 4,904
Additions 178 594 3 775
Disposals (97) (519) − (616)
Disposal of Identicare Limited (351) − (7) (358)
Currency translation (90) (116) (1) (207)
Contract modifications 63 29 − 92
As at 31 December 2024 2,070 2,506 14 4,590
Additions − 884 200 1,084
Acquired assets through business combinations 812 − − 812
Disposals − (691) − (691)
Currency translation 88 125 10 223
Contract modifications 37 (166) 48 (81)
As at 31 December 2025 3,007 2,658 272 5,937
Accumulated depreciation
As at 1 January 2024 (782) (1,298) (5) (2,085)
Depreciation charge for the year (294) (730) (4) (1,028)
Disposals 97 519 − 616
Disposal of Identicare Limited 111 − − 111
Contract modifications − 8 − 8
Currency translation 35 69 − 104
As at 31 December 2024 (833) (1,432) (9) (2,274)
Depreciation charge for the year (573) (733) (59) (1,365)
Disposals − 648 − 648
Contract modifications (9) 244 − 235
Currency translation (54) (73) (1) (128)
As at 31 December 2025 (1,469) (1,346) (69) (2,884)
Net book value
At 31 December 2024 1,237 1,074 5 2,316
At 31 December 2025 1,538 1,312 203 3,053
Below are the values for the movements in lease liability:
Lease liability
£'000
As at 1 January 2025 2,435
Additions 1,084
Change due to business combination 812
Interest expense 182
Payments (1,507)
Modifications 142
Currency translation adjustment 80
As at 31 December 2025 3,228
Lease liability
£'000
At 1 January 2024 2,943
Additions 775
Disposal of Identicare Limited (297)
Interest expense 114
Payments (1,090)
Modifications 99
Currency translation adjustment (109)
At 31 December 2024 2,435
The following amounts are recognised in the income statement:
For the year ended 31 December
2025 2024
£'000 £'000
Depreciation expense of right-of-use assets (1,365) (1,028)
Interest expense on lease liabilities (182) (114)
Gain on IFRS 16 modification (10) 1
Expense relating to short-term leases and low-value assets (262) (182)
Total amount recognised in the income statement (1,819) (1,323)
Cash-flows relating to leases are presented as follows:
· Cash payments for the principal portion of the lease liabilities as
cash flows from financing activities;
· Cash payments for the interest portion consistent with presentation
of interest payments chosen by the Group; and
· Short-term lease payments, payments for leases of low-value assets
and variable lease payments that are not included in the measurement of the
lease liabilities as cash flows from operating activities. In the current
and prior year, the cashflow for these items equalled the charge to the income
statement.
15. Subsequent events
On 16 April 2026, subsequent to the reporting date, Animalcare Group plc
announced that it had reached agreement on the terms of a recommended cash
offer by CCP Paw 2 Limited, a wholly‑owned indirect subsidiary of funds
managed by Charterhouse Capital Partners LLP, to acquire the entire issued and
to be issued share capital of the Company. Further details are set out in the
scheme document expected to be published during May 2026.
The announcement constitutes a non‑adjusting event after the reporting
period for the purposes of IAS 10 - Events after the Reporting Period, and
accordingly no adjustments have been made to the financial statements in
respect of this.
16. Annual report
This unaudited preliminary financial information is not being sent to
shareholders. A further announcement will be made when the Annual Report and
Accounts for the year ended 31 December 2025 will be made available on the
Company's website and copies sent to shareholders.
Further copies will be available to download on the Company's website at:
www.animalcaregroup.com and will also be available from the Company's
registered office address: Moorside, Monks Cross, York, YO32 9LB, United
Kingdom.
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