REG - CVS Group plc - Final results for the year ended 30 June 2025
Tue 07:00
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RNS Number : 2792C CVS Group plc 07 October 2025
For Immediate
Release
7
October 2025
CVS GROUP plc
("CVS", the "Company" or the "Group")
Final results for the year ended 30 June 2025
Like-for-like growth with further inorganic growth opportunities
CVS, the UK listed veterinary group and a leading provider of veterinary
services, is pleased to announce its final results for the year ended 30 June
2025 ("2025"). The Group has delivered a strong set of results and has made
further progress in Australia against a backdrop of the ongoing Competition
Markets Authority ("CMA") market investigation in the UK.
Financial Highlights(1)
· Revenue from continuing operations increased by 5.4%, to £673.2m
(2024: £638.7m)
· Group like-for-like(2) sales increased by +0.2% (2024: 2.9%).
Like-for-like(2) sales performance across CVS's core Veterinary Practice
division was an increase of +1.0% for the year
· Whilst full year revenue growth and like-for-like(2) sales, as
previously announced, were impacted by softer market conditions in the UK, the
Group saw improved revenue and like-for-like growth in the final quarter, with
good momentum through the end of the year
· Adjusted EBITDA(3) growth of 9.4%, to £134.6m (2024: £123.0m),
benefitted from revenue growth, disciplined cost management and a £2.3m
increase in net Research and Development Expenditure Tax Credits. Adjusted
EBITDA margins for continuing operations improved to 20.0% for the full year
(2024: 19.3%), which is within our medium-term guidance of 19% to 23%
· Profit before tax on continuing operations decreased by 7.4%, to
£32.6m (2024: £35.2m) mainly due to an increase in finance expense and
depreciation, following an increase in acquisitions and continued disciplined
capital investment in recent years, in line with our growth strategy.
· Statutory profit for the year increased to £53.0m (2024: £6.4m)
after recognising a gain of £33.5m on disposal of the Crematoria operations
which were treated as discontinued during the year
· Leverage(7) decreased to 1.18x (2024: 1.54x) due to strong cash
generation coupled with proceeds received from the Crematoria divestment;
partially offset by investment in acquisitions and existing practices
· Adjusted operating cash conversion(8) increased 6.8ppts to 76.9%
(2024: 70.1%) in line with our 70%+ medium term guidance
· The Board is maintaining its progressive dividend policy and
recommending the payment of a final dividend of 8.5p per Ordinary share (2024:
8.0p), reflecting the Board's confidence in the long-term outlook for the
Group
£m except where stated 2025 2024(1) Change %
Revenue 673.2 638.7 5.4%
Group like-for-like ("LFL") sales growth (%)(2) 0.2% 2.9% -2.7 ppts
Adjusted EBITDA(3) 134.6 123.0 9.4%
Adjusted EBITDA(3) margin (%) 20.0% 19.3% +0.7 ppts
Adjusted profit before tax(4) 78.9 79.0 -0.1%
Adjusted earnings per share(5) (p) 80.1 83.3 -3.8%
Operating profit 49.8 47.8 4.2%
Profit before tax 32.6 35.2 -7.4%
Profit for the year (after profit/(loss) on discontinued operations) 53.0 6.4 728.1%
Basic earnings per share (p) 73.7 8.6 757.0%
Net bank borrowings(6) 131.4 168.0 -21.8%
Final dividend (p) 8.5 8.0 6.3%
Notes
1 2024 numbers have been re-presented following the classification of the
Crematoria operations as discontinued operations.
2 Like-for-like sales shows revenue generated from like-for-like operations
compared to the prior year, adjusted for the number of working days and on a
constant currency basis. For example, for a practice acquired in September
2023, revenue is included from September 2024 in the like-for-like
calculations. Underlying like-for-like sales is explained further in the
Financial Review below.
3 Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation and
Amortisation) is profit before tax adjusted for interest (net finance
expense), depreciation, amortisation, costs relating to business combinations,
and exceptional items. Adjusted EBITDA provides information on the Group's
underlying performance and this measure is aligned to our strategy and KPIs.
4 Adjusted profit before tax is calculated as profit before amortisation,
taxation, costs relating to business combinations, and exceptional items.
5 Adjusted earnings per share is calculated as adjusted profit before tax less
applicable taxation divided by the weighted average number of Ordinary shares
in issue in the year.
6 Net bank borrowings is drawn bank debt less cash and cash equivalents
7 Leverage on a bank test basis is net bank borrowings divided by 'Adjusted
EBITDA', annualised for the effect of acquisitions, deducting cost in relation
to acquisition fees and adding back share option costs, on an accounting basis
prior to the adoption of IFRS 16.
8 Operating cash conversion is defined as cash flows from operating activities
adjusted for discontinued operations, acquisition fees and contingent
consideration paid, less lease liability repayment and maintenance capital
expenditure; divided by adjusted EBITDA.
9 The company compiled consensus range and averages for FY2026 adjusted EBITDA
£138.9m to £143.2m with an average of £141.4m. This is based upon nine
analyst estimates.
Advancing our growth strategy
· Invested A$57.9m / £29.2m to acquire a further seven practices
in Australia (fifteen practice sites) in FY25, in line with our inorganic
growth strategy
· Continued investment in our facilities and equipment, with total
capital expenditure of £34.2m (£33.2m continuing operations, 2024:
continuing operations £41.5m), including investment into further technology
across our operations
· Divestment of our Crematoria operations generating initial proceeds of
£42.3m which represents a 10x adjusted EBITDA multiple and provides
additional firepower for expansion in Australia and selected investment in the
UK
· Increased number of vets employed by 4.5% (5.8% including
acquisitions)
· Healthy Pet Club preventative healthcare scheme increased
membership by 3.2% to 519,000 members (2024: 503,000) mainly due to new
clients transitioning from legacy schemes linked to historical UK practice
acquisitions
· We successfully strengthened our management team in the year with
Paul Higgs, Chief Veterinary Officer, joining the
Board in July 2024 playing a key part in helping to shape the future of the
veterinary profession in the UK and Australia and Claire Slater joined as
Chief Operating Officer in January 2025 bringing a wealth of operational and
commercial experience from her previous roles at IVC Evidensia and WH Smith
We continue to focus on providing great clinical client service
· Launched 'the CVS Care Plan', our new sustainability focus
encompassing four core pillars: Care for our Planet, Care for our Clients and
their Animals, Care for our People and Care for our Communities
· We received a RCVS knowledge champion award for Quality
Improvement to lead organisational change
· Launched a new innovative training programme to support all vets:
"Confidence in the Consulting Room"
· We continue to enhance our technology with a cloud-based practice
management system and online bookings, which has enabled us to improve client
engagement through digital products such as prescription reminders. Alongside
this, we are trialling AI software to reduce administrative tasks for our
clinicians
· Our strong focus on providing great client service saw our client
Net Promoter Score increase to 78.9 (2024: 68.0)
Outlook
The new financial year is off to a strong start. The Board remains confident
in the enduring demand for high-quality veterinary care and is pleased with
the continued progress of the expansion strategy in Australia.
· The positive momentum in like-for-like(2) sales performance from
Q4 FY2025 has continued into Q1 FY2026 of the financial year. The Board
remains confident in returning to delivering like-for-like(2) organic growth
of between 4-8% in the medium term
· Strategy for growth remains unchanged: the fundamentals of the
sector remain strong, with growth opportunities across Australia
· Continued successful Australia market entry with two acquisitions
comprising 8 practice sites completed so far in FY 2026, for consideration of
£23.6m, including Sydney Animal Hospitals, and a further strong pipeline of
acquisition opportunities identified and synergies expected
· Healthy balance sheet and free cash flows in support of further
organic and inorganic investment with funding in place and leverage at 30 June
2025 of 1.18x, well below our 2.0x threshold
· The Group continues to expect to perform in-line with market
expectations(9) for FY26
· The Group looks forward to the publication of the CMA provisional
decision in mid-October 2025
Richard Fairman, Chief Executive Officer, commented:
"I am delighted to report on another successful year of growth across our
group with improved UK operations and the establishment of a meaningful
platform in Australia. We have successfully navigated some significant
challenges over the past twelve months, and we enter the new financial year
with a strengthened Group, which is well positioned for further success.
We have continued to invest in people, practice facilities, clinical
equipment, technology and acquisitions in Australia under our disciplined
approach and are confident in the returns this will generate. We completed a
further seven acquisitions in year, and two since the year end, and now have
31 practices in Australia comprising 51 practice sites.
The market and economic uncertainty in the UK including the prolonged CMA
market investigation, the increased Employers' National Insurance
Contributions and continued weakness around consumer spending have been
unhelpful, but the strong fundamentals of the veterinary market remain
attractive, and CVS continues to be well positioned to deliver attractive
growth in shareholder value. We continue to focus on providing best in class
client service and have enhanced our client offering in the past year, whilst
continuing to deliver the great clinical care we are renowned for. It is
pleasing to see this recognised by our clients with our client Net Promoter
Score increasing.
I am immensely proud of the achievements of our team of colleagues over the
past year and the care they provide to our clients and their animals 24 hours
a day, 365 days a year. I am also proud to be CEO of a corporate veterinary
group which puts great clinical care and people at the heart of its focus.
The CMA investigation, and resulting press articles, have seen the veterinary
sector come under intense scrutiny and this has impacted our colleagues who
care so passionately in delivering great care. As the investigation draws to a
close with the imminent publication of the CMA's provisional decision, I would
like to take this opportunity to thank all CVS colleagues and stakeholders for
their resilience, professionalism and commitment."
Results webcast
An audio webcast and presentation of these results will be available on
https://brrmedia.news/CVSG_F25_Pres
(https://url.uk.m.mimecastprotect.com/s/-83PC0AWpS4YENRCwf4t9pQRR?domain=brrmedia.news)
from 07.00am on 7 October 2025.
A Q&A for analysts and investors will be held today at 09.00am at Peel
Hunt LLP, 7(th) Floor, 100 Liverpool Street, London, EC2M 2AT, attendance is
by invitation only. To access a live streaming of the event, please click on
the following link https://brrmedia.news/CVSG_FY25
(https://brrmedia.news/CVSG_FY25)
Those wishing to participate in the Q&A session remotely should email
CVSG@camarco.co.uk for call details.
Contacts
CVS Group plc
via Camarco
Richard Fairman, Chief Executive Officer
Robin Alfonso, Chief Financial Officer
Paul Higgs, Chief Veterinary Officer
Charlotte Page, Head of Investor Relations
Peel Hunt LLP (Nominated Adviser & Joint
Broker)
+44 (0)20 7418 8900
Christopher Golden / James Steel / Andrew Clark
Berenberg (Joint Broker)
+44 (0)20 3207 7800
Toby Flaux / Michael Burke / Milo Bonser / Brooke Harris-Lowing
Camarco (Financial
PR)
Ginny Pulbrook
cvsg@camarco.co.uk (mailto:cvsg@camarco.co.uk)
Letaba Rimell
Tilly Butcher
About CVS Group plc (www.cvsukltd.co.uk)
CVS Group is an AIM-listed provider of veterinary services with operations in
the UK and Australia. CVS is focused on providing high-quality clinical
services to its clients and their animals, with outstanding and dedicated
clinical teams and support colleagues at the core of its strategy.
The Group now operates c.470 veterinary practices across its two territories,
including specialist referral hospitals and dedicated out-of-hours sites.
Alongside the core Veterinary Practices division, CVS operates Laboratories
(providing diagnostic services to CVS and third-parties) and an online retail
business ("Animed Direct").
The Group employs c.8,900 personnel, including c.2,400 veterinary surgeons and
c.3,300 nurses.
Chair's statement
Introduction
It is a privilege and pleasure to spend time with our great people as they go
about their job of caring for the health of our clients' pets and other
animals. It frustrates me that the UK veterinary profession is now often
misunderstood and under-appreciated. It has been 17 months since the UK
Competition and Markets Authority (CMA) started the full market investigation
into veterinary services for household pets. Many of our people have been
involved in and made valuable contributions to this process and all of our
teams in the UK have worked with it as a backdrop. I particularly want to
thank our colleagues and appreciate their resilience in these challenging
times. I am hopeful that the CMA process is nearing its conclusion in early
2026 and that the outcome will be positive for the profession in the UK. While
we continue to be valued by our clients it is clear that we and other
operators in the UK veterinary sector, both corporate and independent, need to
invest further in our relationships with animal owners. The standard of
veterinary care in the UK is high and in our case there are advantages to our
people and our clients from our corporate ownership.
There are also significant benefits to CVS from being a public quoted company
in terms of our long-term capital structure, access to funds and, in normal
circumstances, being able to incentivise our people through the opportunity
for share ownership. Our share price has recovered somewhat from the levels at
the end of the 2024 calendar year but remains well below the price in
September 2023 when the CMA announced the initial review into the UK
veterinary services market. This announcement came less than a year after we
launched our five-year plan in November 2022 to support our growth strategy
with continued focus on organic growth and through investment in people,
practice facilities, clinical equipment and technology, and further
acquisitions which for obvious reasons are now focusing in Australia for the
time being. Throughout this time CVS has performed in line with expectations
and acted to deliver this growth strategy.
Financial performance
We have delivered another strong set of financial results with increased
revenue and adjusted EBITDA, enhanced adjusted operating cash conversion and a
strong balance sheet.
We have invested in our people, our facilities and our equipment and have
acquired further practices in Australia. At the end of the financial year we
operated from 43 practice sites in Australia having completed seven
acquisitions during the financial year. We now operate from 51 practice sites
in Australia following acquisitions since the year end and are continuing to
see good momentum and additional opportunities.
We have made significant and targeted investment in technology to improve our
functionality and strengthen our resilience. It is particularly notable that
we have now introduced online appointment booking and are trialling artificial
intelligence (AI). Such investment is particularly important to enable us to
provide high standards of care and service in an increasingly competitive
market.
On 24 April 2025 we announced the sale of our UK Crematoria operations for
initial cash consideration of £42.3m. This completed on 15 May 2025.
Revenue for the financial year increased by 5.4% to £673.2m (2024: £638.7m).
The like-for-like increase, after adjusting for the effect of acquisitions,
was +0.2%, impacted by softer market conditions in the UK. Like-for-like sales
performance across CVS's core Veterinary Practices division was +1.0% for the
year. On the assumption of an improved economic backdrop, certainty following
the conclusion of the CMA market investigation and as the COVID-19 cohort of
puppies and kittens age and naturally require increased veterinary care, we
are confident in returning over the medium term to our like-for-like growth
ambition of 4-8%.
Adjusted EBITDA increased by 9.4% to £134.6m (2024: £123.0m) after
recognising net Research and Development Expenditure Tax Credit of £15.1m
(2024: £12.8m), with adjusted EPS decreasing by 3.8% to 80.1p (2024: 83.3p).
Profit before tax decreased by 7.4% to £32.6m (2024: £35.2m) with basic EPS
(which includes the profit on disposal of the Crematoria operations)
increasing by 757.0% to 73.7p (2024: 8.6p).
Cash generated from operations increased by 19.0% to £114.1m (2024: £95.9m).
Net bank borrowings decreased to £131.4m (2024: £168.0m) and leverage
decreased to 1.18x (2024: 1.54x) due to strong cash generation coupled with
proceeds received from the Crematoria divestment only partially offset by
investment in acquisitions and existing practices.
Strategic progress
Our strategy, purpose and vision remain underpinned by our four strategic
pillars: to recommend and provide the best clinical care every time; to be a
great place to work and have a career; to provide great facilities and
equipment; and to take our responsibilities seriously.
Governance and the Board
As previously announced Paul Higgs joined the Board as Chief Veterinary
Officer on 25 July 2024. Paul provides great insight into clinical matters and
it is good to see his profile developing within the wider profession. During
the year we have invested in the organisational structure with a number of key
non-Board appointments including a Chief Operating Officer and a UK Companion
Animal Director.
We monitor the composition of the Board in order to ensure that we have the
right balance of diversity, skills and experience. We have recently completed
an external review of Board effectiveness which confirms the Board is
effective.
The Board's time and expertise are utilised to support the strategic
development of the Group. We consider updates on developments in the
profession and market trends. The structures and processes we have in place
are summarised in this Annual Report. We continue to place strong emphasis on
Environmental, Social and Governance matters to ensure we have the right
framework in place to enable our business to operate in a sustainable and
responsible way.
Dividends
The Board is recommending the payment of a final dividend of 8.5p per Ordinary
share (2024: 8.0p), subject to shareholder approval at the Annual General
Meeting to be held on 18 November 2025. The ex-dividend date is 6 November
2025, the record date is 7 November 2025 and the dividend payment date is 5
December 2025.
Shareholder engagement
The Board continues to engage actively with shareholders through direct
dialogue and attendance at investor conferences. All Directors are available
to speak or meet with investors on request.
Outlook
We have often stated that the fundamentals of our sector are very strong with
an increased population of pets post the COVID-19 pandemic, pet life
expectancy increasing and the humanisation of pets resulting in owners
generally willing to spend on their veterinary care albeit subject to the cost
of living pressures being widely experienced. In the short term, CVS is
experiencing cost pressures notably in the UK through the recent increase in
Employers National Insurance Contributions and the continued national minimum
wage and national living wage inflation. We are proactively addressing these
challenges in the UK with a focus on operating even more efficiently and
continuing to build our presence in Australia, which is progressing well and
will contribute to the successful growth profile of the Group.
As we await the outcome of the CMA process, CVS is well positioned for further
growth in both the UK and Australia.
I look forward to reporting on further success in the future.
I would like to conclude by thanking all CVS colleagues in the UK and
Australia for their continued professionalism and commitment to providing
great care for our clients and their animals and I also thank all our
stakeholders for their ongoing support.
David Wilton
Chair
7 October 2025
Chief Executive Officer's review
Introduction
I am delighted to report on another successful year of growth across our Group
with improved UK operations and the establishment of a meaningful platform in
Australia. We have successfully navigated some significant challenges over the
past twelve months, and we enter the new financial year with a strengthened
Company, which is well positioned for further success.
We have continued to invest in people, practice facilities, clinical
equipment, technology and Australia acquisitions under our disciplined
approach and are confident in the returns this will generate. As at the year
end we had 29 practices in Australia operating across 43 practice sites with
seven acquisitions completed in the financial year. We have completed two
further acquisitions (eight practices sites) since the year end including the
marquee acquisition of Sydney Animal Hospital. I would like to welcome all our
new Australia colleagues to CVS.
The market and economic uncertainty in the UK from both the Competition and
Markets Authority (CMA) market investigation, the increased National Insurance
Contribution burden and continued consumer weakness have been unhelpful, but
the market fundamentals remain attractive, and we are confident in our ability
to compete successfully.
We disposed of our Crematoria operations in May 2025, generating a c.10x
multiple of adjusted EBITDA. The capital generated provides additional
firepower for continued selective investment in the UK and expansion in
Australia.
We continue to focus on providing great client service and have enhanced our
client offering in the past year, whilst continuing to deliver the great
clinical care which we are renowned for. It is pleasing to see this recognised
by our clients with our Net Promoter Score increasing to 78.9 (2024: 68.0).
I am immensely proud of the achievements of our team of colleagues over the
past year and the care they provide to our clients and their animals 24 hours
a day, 365 days a year. I am also proud to be CEO of a corporate veterinary
group which puts great clinical care and people at the heart of its focus. The
CMA investigation, and resulting press articles, has seen the veterinary
sector come under intense scrutiny and this has impacted our colleagues who
care so passionately in providing great care. I would like to take this
opportunity to thank them all for their resilience, professionalism and
commitment.
Financial performance
We delivered revenue from continuing operations of £673.2m, an increase of
5.4% over the prior year. Following a challenging start to the year with
like-for-like (LFL) sales growth of -1.1% for the first six months, it was
pleasing to see a significant improvement in the final quarter leading to
positive full-year LFL growth and improved trading. Whilst this performance as
against a softer comparative, we saw underlying sales growth in this period.
Adjusted EBITDA increased by 9.4% to £134.6m due to disciplined cost
management, efficiency improvements and a £2.3m increase in net Research and
Development Expenditure Tax Credits recognised. Profit before tax decreased by
7.4% to £32.6m following increases in finance expense and depreciation,
largely as a result of investments we have made to drive future growth.
Following our successful entry into the Australia veterinary services market
in July 2023, we have completed a further seven acquisitions in the financial
year (comprising 15 practice sites) for an cash consideration of £29.2m.
We made further investments in our facilities, equipment and technology to
support growth with total capital expenditure of £34.2m (2025 continuing
operations: £33.2m, 2024: £43.1m).
We achieved an improvement in our adjusted operating cash conversion, which at
76.9% for the year is ahead of our stated target of c.70%. In light of these
strengthened operating cash flows and the proceeds received from the sale of
our Crematoria business, net bank borrowing decreased to £131.4m at 30 June
2025 and leverage reduced to 1.18x. We have committed bank facilities in place
through to February 2028 to fund continued investment in growth.
Management team
We successfully strengthened our management team in the year with Paul Higgs,
Chief Veterinary Officer, joining the Board in July 2024. As an RCVS
recognised and European veterinary specialist in small animal internal
medicine, Paul enhances our capability in delivering exceptional clinical
care. Paul has successfully established himself as an industry thought leader
and will play a key part in helping to shape the future of the veterinary
profession in the UK and Australia.
Claire Slater joined as Chief Operating Officer in January 2025 and brings a
wealth of operational and commercial experience from her previous roles at IVC
Evidensia and WH Smith. Claire adopts a refreshingly data driven approach to
operational development and her client focus and people leadership acumen have
strengthened our Executive Committee.
Strategic update
We have a clear strategy for growth focused on continued high standards of
clinical care, delivering excellent client service and developing a highly
skilled team of colleagues to deliver this. I am pleased with the progress
made over the past financial year which positions CVS well for future growth.
In the UK we have continued our disciplined investment in our practice
facilities with £33.2m spent on capital projects for continuing operations.
We completed six practice refurbishments or relocations and over 70 of our
practices received investment to improve both client-facing and colleague
working areas.
We have continued to enhance our technology with our cloud-based practice
management system operational across the majority of our companion animal
sites and client service enhanced through online booking across 340 companion
animal practices. This investment has also enabled us to improve digital
product and prescription reminders for clients, creating efficiencies in our
practices.
Within our referral specialist hospitals, we have successfully trialled new AI
software which leads to further efficiency by reducing the time taken to write
clinical notes and letters to the referring vet and client allowing our vets
to focus on the care they provide to our clients' pets. We are now considering
how this can be utilised across our business.
Our learning and development team, in an industry first, has launched a new
consultation skills training course which was developed with the support of a
leading NHS general practitioner trainer. This will help us further enhance
our client service skills and help ensure we continue to fully meet evolving
client expectations.
As a leading corporate veterinary group in a highly competitive industry, we
have a responsibility to develop standards in the profession which will
ultimately enhance the client service and the care provided to animals. We
continue to invest in research and development and to look for new ways to
support our clinical colleagues in appropriately diagnosing the cases that
present in the consultation room. During the year we launched "MiGuide", a
handy pocket guide which helps clinicians search symptoms and recommended
treatment plans.
We have established a successful Australian business with a strong local
management team and a meaningful platform, having now acquired 31 practices
operating across 51 sites. These practices continue to perform in line with
our expectations, and we have successfully established a reputation of being
both clinically and people focused. With our increased scale we are now
starting to generate cost efficiencies through improving buying terms for
pharmaceuticals and some clinical services. We will continue our selective and
disciplined approach to acquisitions and have a strong pipeline of further
opportunities.
Capital allocation
We have a healthy balance sheet and strong free cash flow which underpins our
opportunity for disciplined investment in growth
Healthy balance sheet and strong free cash flow
· Committed facilities of £350m to February 2028
· Operating cash conversion c.70%
· Strong free cash flow
Investment opportunities and dividends
· Investment capex: c.£30m-£50m pa
· Acquisitions: £50m pa subject to timing
· Progressive dividend policy
Disciplined investment approach
· Leverage < 2.0x
· Disciplined investment: IRR of > c.10.0%
· Shareholder returns
Competition and Markets Authority (CMA)
We have adopted a proactive approach in liaising with the CMA throughout its
market investigation. This is to both help the CMA understand the sector and
some of the challenges we face, but importantly to help them achieve an
appropriate outcome in the best interests of consumers. We have sought to
engage early and proactively with the CMA at every stage of its review and we
have proposed remedies to the CMA for it to consider. We were delighted to
welcome the entire CMA panel to visit two of our practice sites in July 2024
and we welcomed Martin Coleman, CMA Panel Chair, and his colleague at a
further practice this year to observe a series of back-to-back consultations.
Whilst we were disappointed with the CMA's decision to extend the market
investigation by six months, we are hopeful that the additional time taken to
digest feedback on its remedies working paper will lead to an improved set of
ultimate remedies.
At the time it announced this extension, the CMA had said that it planned to
publish its provisional decision in September 2025. In light of this, we
consciously decided to delay the date of these results so that we could both
digest its provisional findings and also discuss these in our forthcoming
investor roadshow. It is disappointing that there has been a further delay to
mid-October 2025, but we look forward to reviewing the provisional findings
shortly.
We will continue to support the CMA in the remainder of its investigation and
have advanced plans in place to implement the final remedies package which
will include joint branding of our practices and the publishing of
standardised price lists.
Sustainability
Today we are publishing our fourth Sustainability Report which provides a
detailed update on our sustainability and ESG focus. We have refreshed our
approach under four key ESG pillars: Care for our People; Care for our Clients
and their Animals; Care for our Planet; and Care for our Communities. I
continue to sponsor our overall sustainability and ESG approach with each of
these focus areas being led by a member of my Executive Committee.
Shareholder engagement
We have continued our investor relations focus through open and timely
individual engagement with existing and potential new shareholders and
attendance at a number of broker conferences.
It was pleasing to see our investor relations recognised through CVS winning
the "Best Investor Communication Award" at the AIM Awards 2024.
Outlook
CVS continues to operate in competitive but highly attractive markets in the
UK and Australia. Both markets remain strong with increased pet ownership, the
continued humanisation of pets, increased pet life expectancy and owners
having a boundless affection for their animals.
Our success in the past financial year and the outstanding service we have
provided to our clients and their animals are entirely due to our fantastic
team of CVS colleagues. I cannot thank them enough for their continued support
and dedication.
Whilst I remain mindful of the short-term headwinds from continued cost of
living pressures in the UK and the ongoing CMA market investigation, I am
confident in our outlook. Through the significant achievements of the past
financial year, the strategic progress made and our strengthened balance
sheet, CVS is well placed to continue to compete successfully and to deliver
further enhanced value to all stakeholders.
I look forward to reporting on the continued successful development of CVS in
2026 and beyond.
Richard Fairman
Chief Executive Officer
7 October 2025
Clinical review
Although the Competition and Market Authority itself has recognised the
"dedication and commitment to pet owners and their animals shown by individual
vets and vet nurses" we recognise that there is always more that can be done
to help owners feel more involved in decisions associated with their pets'
veterinary care.
The veterinary profession has been exploring how the owner experience can be
improved and has been using the term "contextualised care" to describe how a
pet owner's needs can and should influence the approach to caring for their
animal.
In 2024, our clinical leadership teams worked on a way of describing this
complex process so that it can be easily applied in the already complex
environment of a consulting room. We believe that the outcome we are looking
for from contextualised care is a form of shared decision making between the
vet, the owner and in some part the animal. The vet provides the expertise in
animal health and welfare, the animal provides objective information through a
physical examination and their behaviour, and the owner completes the picture
by giving information on how their unique "context" may influence certain
approaches. This latter part is the complicated part, and we have described
this as using "what matters" to an animal owner to shape the decisions around
their animal's care plan.
The challenge with this is that understanding what matters to a pet owner is
complex; first we have to build a relationship with them that allows them to
feel safe telling us what is important to them. This might include financial
constraints but there can be lifestyle impact, other pets, time and cultural
influences. It is not as simple as just asking "what matters to you"; the
animal owner has to trust that we truly care about what is important to them
and we have to truly listen and understand. Once we have done this the
expertise of the vet and nurse comes into play by integrating this
understanding into our clinical knowledge to allow us to reach a care plan
that meets the owner's desires but doesn't compromise their needs, meets the
welfare needs of their animal and allows the vet to fulfil their obligations
to both the animal and professional guidance.
Simplified, we say that we should "ask what matters, listen to what matters,
acknowledge what matters, and include what matters to owners in their animal's
care plan". If it were that simple, there would be no communication challenges
and this conversation probably wouldn't be happening; however, creating
relationships and rapport is tricky when there is also a pressure to be able
to make a diagnosis or find the answers to a clinical presentation. To match
this process, we have developed our own innovative training programme to
support all vets to reflect on their current approach and make improvements.
This course, entitled "Confidence in the Consulting Room", has been developed
in partnership with Martin Brunet, a human general practitioner trainer who
developed a novel framework for consultations that aims to create trust and
rapport to allow exactly the process described above. This will be delivered
through a "train the trainers" approach to allow rapid coaching of this
technique to support our teams.
Financial review
Statutory measures
The Group believes that adjusted performance measures provide additional
useful information for shareholders. These measures are used by the Board and
management for planning, internal reporting and setting Director and
management remuneration. In addition, they are used by the investor analyst
community and are aligned to our strategy and KPIs. These measures are not
defined by International Financial Reporting Standards (IFRS) and therefore
may not be directly comparable with other companies' adjusted measures.
Alternative performance measures are defined in the glossary at the end of
this announcement.
Financial highlights1
I am pleased that 2025 marked another year of growth and a year in which the
continued investment places the Group well for the future.
Revenue was up 5.4% to £673.2m (2024: £638.7m), adjusted EBITDA was up 9.4%
to £134.6m (2024: £123.0m) and profit before tax decreased 7.4% to £32.6m
(2024: £35.2m).
Performance in the year was underpinned by our continued expansion into the
Australian veterinary services market with a further seven practice
acquisitions (comprising 15 practice sites) made in the year for an initial
investment of £29.2m (2024: £95.9m). A further two acquisitions have
completed post-year end of a two-site practice, and a six-site practice for a
combined investment of £23.6m, bringing our footprint to 31 practices
comprising 51 practice sites. Our Australian practices are performing well and
we have a strong pipeline of opportunities for ongoing investment and growth.
Like-for-like sales performance for the full year was +0.2% (2024: +2.9%)
impacted by softer market conditions across the Group, most notably within our
Online Retail Business division, and our Laboratories division which
experienced a loss of a major customer. Our Veterinary Practices division was
also impacted by continued economic pressures, the CMA investigation and the
COVID-19 puppies and kittens now in their young, healthy adult stage of life.
It was pleasing, however, to see a return to like-for-like growth in the
second half of the year following a like-for-like decline of -1.1% in the
first half of the year.
Group EBITDA margin grew to 20.0% (2024: 19.3%) despite the increase in
national living and national minimum wage alongside increases in Employers
National Insurance Contributions from April 2025. CVS estimates the annualised
impact of these to be in the region of c.£3m and c.£8m respectively but is
confident that cost synergies and growth will help to offset the impact of
these on the Group.
During the year the Group recognised net RDEC income of £15.1m (2024:
£12.8m). Further information on RDEC is shown in note 2 of the FY25 Annual
report.
In June 2025, the CMA announced a six-month extension to its market
investigation in relation to the supply of veterinary services for household
pets in the UK to May 2026. Whilst this was disappointing for our colleagues
and other stakeholders, we remain optimistic that the extension will
ultimately improve the remedy package and ensure it is effective and
proportionate. Post the CMA investigation there remains an opportunity for
further acquisitions in the UK where there will undoubtedly be a backlog of
independent practice owners wishing to sell.
Capex for the year for continuing operations was £33.2m (2024: £41.5m) which
is at the lower end of our stated range. Whilst we continue to invest in
larger relocation and renovation projects, during the year we also invested in
a number of smaller projects - "a sparkle fund" - to enhance client
environments and colleague areas to support improved wellbeing and employee
satisfaction.
We also continue to invest in technology with the majority of our practices
now migrated to one common cloud-based practice management system which will
act as the foundation for future enhancements to client engagement. We have
also launched a new e-commerce website within our Online Retail Business to
support improved performance.
During the year, the strategic decision was made to divest of our Crematoria
division for initial cash inflow of £42.3m. The sale completed on 15 May 2025
and as such we have re-presented our numbers to reflect continuing operations
with the prior year comparatives also being restated. We will continue to work
closely with the Crematoria teams as they continue to offer our practices a
valuable service to our clients and wish them well in this new venture. The
capital generated from the divestment provides additional firepower for
continued selective investment in the UK and expansion in Australia, where the
Group can acquire assets at attractive multiples.
In support of the Group's significant growth opportunities the Group has a
strong balance sheet with leverage at 1.18x (2024: 1.54x) which provides
significant headroom to remain below our target ceiling of 2.0x ceiling and
funding in place through to February 2028.
Net debt also decreased to £129.1m from £164.8m, with adjusted operating
cash conversion of 76.9% (2024: 70.1%) and free cash flow increasing to
£72.2m from £59.1m. The cash inflow from the disposal of our Crematoria
division also contributed to the reduction in net debt following capital
investments and acquisition investments made during the year.
Statutory financial highlights are shown below which support our ability to
deliver on our strategy:
2025 2024 Change
%
Revenue (£m) 673.2 638.7 +5.4%
Gross profit (£m) 285.7 268.7 +6.3%
Operating profit (£m) 49.8 47.8 +4.2%
Profit before tax (£m) 32.6 35.2 -7.4%
Profit from continuing operations (£m) 19.1 24.7 -22.7%
Profit for the year including discontinued operations (£m) 53.0 6.4 +728.1%
Basic earnings per share continuing operations (p) 26.3 34.2 -23.1%
Adjusted financial highlights
2025 2024 Change
%
Adjusted EBITDA (£m) 134.6 123.0 +9.4%
Adjusted profit before tax (£m) 78.9 79.0 -0.1%
Adjusted earnings per share (p) 80.1 83.3 -3.8%
1. In the year, we disposed of our Crematoria operations which included
seven Crematoria sites. 2024 has been re-presented following the
classification of Crematoria operations as discontinued operations; see note 9
for further details. Years 2023 and prior have not been re-presented and
include the Crematoria operations.
Revenue
Revenue increased by 5.4% to £673.2m from £638.7m driven by acquisitions
made during the current and previous financial years. Whilst we remain focused
on providing great clinical care we are increasingly focused on other aspects
that make up a great veterinary experience for our clients and their animals.
Our cloud-based practice management system, online booking, new website,
practice investments and colleague training are some of the things we are
looking at to ensure we are the "trusted partner" that clients value.
Like-for-like sales performance for the full year was +0.2% (2024: +2.9%)
impacted by softer market conditions across the Group, most notably within our
Online Retail Business division and our Laboratories division which, as
previously reported, experienced a loss of a major customer. Our Veterinary
Practices division was also impacted by continued economic pressures, the CMA
investigation and the COVID-19 puppy and kitten cohort in its young healthy
adult stage of life.
It was pleasing, however, to see a return to like-for-like growth in the
second half of the year following a like-for-like decline of -1.1% in the
first half of the year, and as the COVID-19 puppies and kittens age the more
veterinary assistance they will require.
Membership for our preventative healthcare scheme, The Healthy Pet Club, grew
3.2% to 519,000 from 503,000 at June 2024 mainly from new clients
transitioning from legacy schemes linked to historic UK practice acquisitions.
Without the clients transitioning from legacy schemes The Healthy Pet Club
would have seen a more modest level of growth.
Gross profit/gross profit margin
Gross profit increased by 6.3% to £285.7m from £268.7m and gross profit
margin increased to 42.4% from 42.1%. Cost of sales excluding clinical staff
costs as a percentage of revenue decreased to 21.6% from 22.4%, partially
offset by an increase in clinical staff costs as a percentage of revenue to
36.0% from 35.5%. We continue to focus on sourcing the highest-quality drugs
at the best possible price in supporting the delivery of great clinical care.
Operating profit
Operating profit increased 4.2% to £49.8m from £47.8m and operating profit
margin remained stable at 7.4% (2024: 7.5%). The increase in gross profit was
partially offset by an increase in non-clinical staff cost which grew in line
with revenue, an increase in depreciation as we continue to invest in our
facilities and technology, an increase in amortisation as we continue to
invest in new acquisitions and an increase in software costs.
The annualised impact of the increase in national living and national minimum
wage alongside increases in Employers National Insurance Contributions from
April 2025 of c.£3m and c.£8m respectively is expected to be offset by cost
synergies and growth.
Included within operating profit are costs relating to business combinations
which include costs in relation to due diligence, stamp duty and deferred
contingent consideration which is booked to the income statement and not to
goodwill as a result of continuous employment being one of the conditions
needed to be met for payment.
As in the prior year exceptional costs of £6.0m (2024: £5.8m) were incurred
during the year primarily in relation to the ongoing CMA Market Investigation
alongside some one-off exceptional restructuring costs arising in the year.
Profit before tax and earnings per share
Profit before tax decreased 7.4% to £32.6m from £35.2m. Finance expense
increased during the year to £17.2m from £12.6m following increased costs
and quantum of borrowing supporting our strategy of investment in our
practices and acquisitions. Basic EPS for continuing operations decreased
-23.1% to 26.3p from 34.2p.
Adjusted EBITDA and adjusted earnings per share
Adjusted EBITDA increased 9.4% to £134.6m from £123.0m and adjusted EBITDA
margin increased to 20.0% from 19.3% both benefitting from increased revenue
in the year. We are pleased with the positive increase in adjusted EBITDA
margin during the year against significant cost challenges, in particular wage
inflation and increases in national minimum wage, national living wage and
Employers National Insurance costs. We also continued to invest in our IT
infrastructure and security following our cyber event last year; these
increased costs were partially offset by an increase in Research and
Development Expenditure Tax Credits to £15.1m (2024: £12.8m).
Adjusted EPS decreased 3.8% to 80.1p from 83.3p with the increase in adjusted
EBITDA offset by increases in depreciation from our continued investment in
our facilities and an increased in finance expense following increased costs
and quantum of borrowing supporting our strategy of investment in our
practices and acquisitions. Adjusted EPS was also impacted by an increase in
the effective tax rate, with more profits coming from Australia which has a
30% rate of corporation tax (UK: 25%).
Adjusted EBITDA and adjusted EPS exclude the impact of amortisation of
intangible assets, costs relating to business combinations and exceptional
items.
A reconciliation between statutory operating profit and adjusted EBITDA is
shown below:
2025 2024
£m £m
Operating profit 49.8 47.8
Adjustments for:
Amortisation, depreciation, impairment and profit on disposal of property, 63.9 54.3
plant and equipment
Costs relating to business combinations 14.9 15.1
Exceptional items 6.0 5.8
Adjusted EBITDA 134.6 123.0
I am pleased that 2025 marked another year of growth and a year in which
continued investment places the Group well for the future. The veterinary
sector remains strong with an increased pet population since COVID-19,
increased pet life expectancy and pets more commonly seen as members of the
family. We remain committed to providing great clinical care and a great
client experience.
Taxation
The adjusted effective tax rate on profit before tax on continuing operations
was 41.4% in 2025 (2024: 29.8%), which reflects the mix of tax rates in the
jurisdictions where the Group operates, together with the impact of an
increase in non-deductible expenses predominantly in connection with
acquisitions.
The profit on disposal of subsidiaries met the conditions of substantial
shareholding exemption and resulted in a non-taxable gain. The adjusted
effective tax rate including discontinued operations was therefore 20.1% in
2025 (2024: 65.1%) and the Group's tax charge for the year was £13.3m (2024:
£11.8m).
All of the Group's revenues and the majority of its expenses are subject to
corporation tax. The main expenses that are not deductible for tax purposes
are costs relating to acquisitions and depreciation on fixed assets and
amortisation that do not qualify for tax relief.
Dividend
The Board is recommending the payment of a final dividend of 8.5p per Ordinary
share (2024: 8.0p). Subject to shareholder approval at the Annual General
Meeting to be held on 18 November 2025, the dividend will be paid on 5
December 2025. The ex-dividend date is 6 November 2025.
Cash flow and movement in net debt
2025 2024
£m £m
Adjusted EBITDA 134.6 123.0
Working capital movements (3.9) (12.7)
Capital expenditure - maintenance (10.8) (9.3)
Repayment of right-of-use liabilities (16.4) (14.8)
Adjusted operating cash flow 103.5 86.2
Adjusted operating cash conversion (%) 76.9% 70.1%
Taxation paid (14.7) (15.1)
Net interest paid (16.6) (12.0)
Free cash flow 72.2 59.1
Capital expenditure - investment (22.4) (32.2)
Business combinations (net of cash acquired)/other investments (30.6) (96.2)
Acquisition fees and contingent consideration paid (12.9) (11.6)
Dividends paid (5.9) (5.5)
Other financing activities (5.9) (5.3)
Proceeds from and cash movement in relation to discontinued operations 42.7 (1.7)
Impact of foreign exchange (0.6) (0.6)
Net inflow/(outflow) 36.6 (94.0)
Decrease in unamortised borrowing costs (0.9) (0.1)
Decrease/(increase) in net debt 35.7 (94.1)
The Group's adjusted operating cash flow for continuing operations increased
20.1% to £103.5m (2024: £86.2m) primarily driven by an increase in adjusted
EBITDA and a reduction in the impact from negative working capital movements
year on year. The Group's adjusted operating cash conversion remained strong
at 76.9%.
Free cash flow increased 22.2% to £72.2m (2024: £59.1m) due to favourable
adjusted operating cash conversion and a decrease in tax paid for continuing
operations of £0.4m offset by an increase in interest of £4.6m following our
continued commitment to invest in our practices and acquisitions.
Net bank borrowings decreased by £36.6m to £131.4m from £168.0m mainly
following the proceeds of the divestment of our Crematoria division during the
year for which we received £42.3m. We continue to focus on investment in our
practice facilities and during the year we spent £22.4m down from the prior
year of £32.2m in the backdrop of the uncertainty from the CMA investigation.
In addition, our investment in further acquisitions in Australia was down on
the prior year to £30.6m from £96.2m following a strong investment year in
2024. Further cash outflows incurred in the year related to exceptional costs
within other financing activities and an increase in contingent consideration,
offset by a reduction in acquisition costs.
Net debt
2025 2024
£m £m
Borrowings repayable:
Within one year - -
After more than one year:
Loan facility 147.5 184.5
Unamortised borrowing costs (2.3) (3.2)
Total borrowings 145.2 181.3
Cash and cash equivalents (16.1) (16.5)
Net debt 129.1 164.8
The Group's loan facility comprises a £87.5m term loan and £262.5m revolving
credit facility. This facility is supported by eight banks and all facilities
run until February 2028. The facility has two key financial covenants:
• net debt to bank test EBITDA of not more than 3.25x; and
• the bank test EBITDA to interest ratio of not less than 4.5x.
Bank test EBITDA is based on the last twelve months' adjusted EBITDA
performance annualised for the effect of acquisitions deducting costs relating
to acquisition fees and adding back share option expense, prior to the
adoption of IFRS 16.
The Group manages its banking arrangements centrally. Funds are swept daily
from its various bank accounts into central bank accounts to optimise the
Group's net interest payable position.
Interest rate risk is also managed centrally and derivative instruments are
used to mitigate this risk. On 31 January 2024, the Group entered into two
four-year fixed interest rate swap arrangements to hedge fluctuations in
interest rates on £100.0m of its loan facility, which end on February 2028.
The Group continues to have a strong balance sheet coupled with the ability to
generate cash, which enable it to effectively manage working capital. The
Group targets a long-term net debt to EBITDA ratio of less than 2.0x and
closely monitors this in line with acquisition investment opportunities. As at
30 June 2025, leverage was 1.18x (2024: 1.54x) and interest cover was 9.73x
(2024: 14.06x).
Goodwill and intangibles
The Group's goodwill and intangible assets of £337.6m (2024: £334.9m) arise
from the various acquisitions undertaken. Each year, the Board reviews
goodwill for impairment and, as at 30 June 2025, the Board believes there are
no material impairments. The intangible assets arising from business
combinations for customer relationships are amortised over an appropriate
period.
Divisional highlights
2025 2024 Change
£m £m %
Revenue
Veterinary Practices 616.1 577.5 +6.7%
Laboratories 31.4 31.6 -0.6%
Online Retail Business 45.9 50.0 -8.2%
Central admin (20.2) (20.4) -1.0%
Total Group revenue 673.2 638.7 +5.4%
2025 2024 Change
£m £m %
Adjusted EBITDA
Veterinary Practices 133.0 119.7 +11.1%
Laboratories 9.0 9.2 -3.0%
Online Retail Business 1.3 3.3 -59.4%
Central admin (8.7) (9.2) -4.8%
Total Group EBITDA 134.6 123.0 +9.4%
Veterinary Practices division
88.9%
of Group revenue1
Our companion animal division forms the majority of our Veterinary Practices
division. The focus of our companion animal division to deliver the best
possible care for our patients continues and benefits from a growing market as
customers continue to seek out veterinary care for their pet.
We continue to focus on the recruitment, retention and development of our
highly skilled and dedicated colleagues.
It is pleasing the division delivered growth in the backdrop of softer trading
conditions and increased wage and IT costs.
The division also includes referrals, equine, farm, Australia, Vet Direct,
MiPet products and our Healthy Pet Club.
During the year, we completed the rollout of our new practice management
system Provet and launched online booking providing further opportunities for
clients to access our care for their animals.
Our Australian practices continue to perform in line with expectations and the
practices acquired during the year continue to perform strongly.
Laboratories
4.5%
of Group revenue1
Our Laboratories division provides diagnostic services and in-practice desktop
analysers to both CVS and third-party practices and employs a national courier
network to facilitate the collection and timely processing of samples from
practices across the UK. We continue to develop our capability to ensure we
can support the wider Group focus on growing diagnostic care.
Revenue performance in the year was impacted by the loss of a major customer,
so whilst behind year on year it is pleasing to see this was only a -0.6%
contraction. The revenue impact led to EBITDA being -£0.2m behind the prior
year despite increased inflationary pressures. The volume of cases performed
in the year declined 14.4% to c.424,000 tests.
Online Retail Business
6.6%
of Group revenue1
Our online pet food and retailer "Animed Direct" focuses on supplying pet food
and prescription and non-prescription veterinary medicines directly to
customers.
During the year performance was impacted by the cost of living and the launch
of a new website resulting in revenue decreasing 8.2% year on year.
Despite these challenges, we are confident the features to come on the new
website will deliver future growth.
1. Revenue share for continuing operations before intercompany sales
between practices and other divisions.
Share price performance
At the year end, the Company's market capitalisation was £0.9bn (1,250p per
share), compared to £0.7bn (1,008p per share) at the previous year end. The
Board believes the share price continues to be impacted by the CMA
investigation into the veterinary sector.
Key contractual arrangements
The Directors consider that the Group has only two significant third-party
supplier contracts, which are for the supply of veterinary medicines. In the
event that these suppliers ceased trading, the Group would be able to continue
in business without significant disruption in trading by purchasing from
alternative suppliers.
Forward-looking statements
Certain statements and arrangements described in the Annual Report and results
release may be considered forward looking. Although the Board is comfortable
that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that these expectations will be proven to
be correct. As these statements may involve risks and uncertainties, the
actual results may differ materially from those expressed or implied by these
forward-looking statements.
Robin Alfonso
Chief Financial Officer
7 October 2025
The Group's principal risks and uncertainties are available on pages 50 to 57
of the Group's FY25 Annual Report and the Group's key performance indicators
are available on pages 22 to 25 of the Group's FY25 Annual Report.
Consolidated income statement
for the year ended 30 June 2025
Continuing operations Note 2025 2024 1
£m £m
Revenue 2 673.2 638.7
Cost of sales (387.5) (370.0)
Gross profit 285.7 268.7
Administrative expenses (235.9) (220.9)
Operating profit 49.8 47.8
Finance expense (17.2) (12.6)
Profit before tax 32.6 35.2
Tax expense 4 (13.5) (10.5)
Profit from continuing operations 19.1 24.7
Profit/(loss) from discontinued operations 9 33.9 (18.3)
Profit for the year 53.0 6.4
Profit attributable to:
Owners of CVS Group plc 52.8 6.2
Non-controlling interests 0.2 0.2
53.0 6.4
Earnings per Ordinary share (EPS) for profit from continuing operations
attributable to the ordinary equity holders of the Company:
Basic 5 26.3p 34.2p
Diluted 5 26.2p 34.2p
Earnings per Ordinary share (EPS) for profit attributable to the ordinary
equity holders of the Company:
Basic 5 73.7p 8.6p
Diluted 5 73.6p 8.6p
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
Reconciliation of alternative performance measures
The Directors believe that adjusted measures, including adjusted EBITDA,
adjusted PBT and adjusted EPS, provide additional useful information for
shareholders. These measures are used by the Board and management for
planning, internal reporting and setting Director and management remuneration.
In addition, they are used by the investor analyst community and are aligned
to our strategy and KPls. These measures are not defined by IFRS and therefore
may not be directly comparable with other companies' adjusted measures.
Alternative performance measures are defined in the glossary at the end of
this announcement. The following table provides the calculation of adjusted
EBITDA:
Alternative performance measure: adjusted EBITDA Note 2025 2024 1
£m £m
Profit before tax from continuing operations 32.6 35.2
Adjustments for:
Finance expense 17.2 12.6
Amortisation of intangible assets 26.0 24.8
Depreciation of property, plant and equipment 20.4 17.7
Depreciation of right-of-use assets 18.1 16.0
Loss/(profit) on disposal of property, plant and equipment and right-of-use 1.1 (0.3)
assets
Depreciation, amortisation and profit on disposal attributable to discontinued (1.7) (3.9)
operations
Costs relating to business combinations2 14.9 15.1
Exceptional items 6.0 5.8
Adjusted EBITDA 2 134.6 123.0
Adjusted earnings per share (EPS):
Adjusted EPS 5 80.1p 83.3p
Diluted adjusted EPS 5 80.1p 83.2p
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
2. Includes amounts accrued in respect of contingent consideration in
relation to acquisitions in prior years expensed to the income statement and
acquisition fees.
Consolidated statement of comprehensive income
for the year ended 30 June 2025
Note 2025 2024 1
£m £m
Profit for the year 53.0 6.4
Other comprehensive (expense)/income - items that will or may be reclassified
to profit or loss in future periods
Cash flow hedges:
Net movement on cash flow hedge (0.1) (1.2)
Deferred tax on cash flow hedge and available-for-sale financial assets - 0.3
Exchange differences on translation of foreign operations (9.0) 0.6
Other comprehensive expense for the year, net of tax (9.1) (0.3)
Total comprehensive income for the year 43.9 6.1
Total comprehensive income for the year attributable to:
Owners of CVS Group plc 43.6 5.9
Non-controlling interest 0.3 0.2
43.9 6.1
Total comprehensive income/(loss) for the year attributable to owners of CVS
Group plc:
Continuing operations 9.7 24.2
Discontinued operations 9 33.9 (18.3)
43.6 5.9
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
Consolidated statement of financial position
as at 30 June 2025
Company registration number: 06312831
Note Group Group
2025 2024
£m £m
Non-current assets
Intangible assets 337.6 334.9
Property, plant and equipment 124.0 123.0
Right-of-use assets 98.4 102.6
Investments - -
Amounts owed by Group undertakings - -
Derivative financial instruments 0.8 0.9
560.8 561.4
Current assets
Inventories 28.5 31.8
Trade and other receivables 69.4 67.7
Current tax receivable 21.4 12.6
Cash and cash equivalents 16.1 16.5
135.4 128.6
Total assets 2 696.2 690.0
Current liabilities
Trade and other payables (105.0) (102.6)
Provisions (0.5) (0.9)
Current tax liabilities (2.6) (0.7)
Lease liabilities (15.2) (13.9)
(123.3) (118.1)
Non-current liabilities
Trade and other payables (0.4) -
Borrowings 7 (145.2) (181.3)
Lease liabilities (88.4) (92.6)
Deferred tax liabilities (37.2) (37.5)
(271.2) (311.4)
Total liabilities 2 (394.5) (429.5)
Net assets 301.7 260.5
Shareholders' equity
Share capital 0.1 0.1
Share premium 109.1 109.0
Capital redemption reserve 0.6 0.6
Treasury reserve - -
Cash flow hedge reserve 0.4 0.5
Merger reserve (61.4) (61.4)
Foreign exchange translation reserve (8.7) 0.4
Retained earnings 259.7 211.2
299.8 260.4
Non-controlling interest 1.9 0.1
Total equity 301.7 260.5
The financial information comprising the consolidated income statement, the
statement of consolidated comprehensive income, the consolidated balance
sheet, the consolidated statement of changes in shareholders' equity, the
consolidated cash flow statement and related notes, were authorised for issue
by the Board of Directors on 7 October 2025 and were signed on its behalf by:
Richard Fairman Robin Alfonso
Director Director
Consolidated statement of changes in equity
for the year ended 30 June 2025
Share Share Capital Treasury Cash flow Merger Foreign Retained Total Non- Total
capital premium redemption reserve hedge reserve exchange earnings £m controlling equity
£m £m reserve £m reserve £m translation £m interest £m
£m £m reserve £m
£m
At 1 July 2024 0.1 109.0 0.6 - 0.5 (61.4) 0.4 211.2 260.4 0.1 260.5
Profit for the year - - - - - - - 52.8 52.8 0.2 53.0
Other comprehensive income and loss
Cash flow hedges:
Fair value loss - - - - (0.1) - - - (0.1) - (0.1)
Exchange differences on translation of foreign operations - - - - - - (9.1) - (9.1) 0.1 (9.0)
Total other comprehensive - - - - (0.1) - (9.1) - (9.2) 0.1 (9.1)
(loss)/income
Total comprehensive (loss)/income - - - - (0.1) - (9.1) 52.8 43.6 0.3 43.9
Transactions with owners
Issue of Ordinary shares - 0.1 - - - - - - 0.1 - 0.1
Credit to reserves for share-based payments - - - - - - - 1.2 1.2 - 1.2
Deferred tax relating to share-based payments - - - - - - - 0.2 0.2 - 0.2
Non-controlling interest on acquisition of subsidiary - - - - - - - - - 1.7 1.7
Dividends paid - - - - - - - (5.7) (5.7) (0.2) (5.9)
Total transactions with owners - 0.1 - - - - - (4.3) (4.2) 1.5 (2.7)
At 30 June 2025 0.1 109.1 0.6 - 0.4 (61.4) (8.7) 259.7 299.8 1.9 301.7
Share capital Share premium Capital redemption Treasury Cash flow Merger reserve Foreign exchange translation reserve Retained earnings Total Non-controlling Total
£m £m reserve reserve hedge £m £m £m £m interest equity
£m £m reserve £m £m
£m
At 1 July 2023 0.1 107.0 0.6 - 1.4 (61.4) (0.2) 209.1 256.6 - 256.6
Profit for the year - - - - - - - 6.2 6.2 0.2 6.4
Other comprehensive income and loss
Cash flow hedges:
Fair value loss - - - - (1.2) - - - (1.2) - (1.2)
Deferred tax on cash flow hedge and available-for-sale financial assets - - - - 0.3 - - - 0.3 - 0.3
Exchange differences on translation of foreign operations - - - - - - 0.6 - 0.6 - 0.6
Total other comprehensive - - - - (0.9) - 0.6 - (0.3) - (0.3)
(loss)/income
Total comprehensive (loss)/income - - - - (0.9) - 0.6 6.2 5.9 0.2 6.1
Transactions with owners
Issue of Ordinary shares - 2.0 - - - - - - 2.0 - 2.0
Purchase of Treasury shares - - - (0.9) - - - - (0.9) - (0.9)
Disposal of Treasury shares - - - 0.9 - - - (0.5) 0.4 - 0.4
Credit to reserves for share-based payments - - - - - - - 2.4 2.4 - 2.4
Deferred tax relating to share-based payments - - - - - - - (0.6) (0.6) - (0.6)
Dividends paid - - - - - - - (5.4) (5.4) (0.1) (5.5)
Total transactions with owners - 2.0 - - - - - (4.1) (2.1) (0.1) (2.2)
At 30 June 2024 0.1 109.0 0.6 - 0.5 (61.4) 0.4 211.2 260.4 0.1 260.5
Consolidated statement of cash flow
for the year ended 30 June 2025
Note Group Group
2025 2024
£m £m
Cash flows from operating activities
Cash generated from operations 8 114.1 95.9
Taxation paid (15.5) (15.7)
Interest paid (16.5) (12.4)
Net cash generated from operating activities 82.1 67.8
Cash flows from investing activities
Business combinations (net of cash acquired) 6 (30.9) (97.0)
Purchase of property, plant and equipment (26.4) (39.5)
Proceeds from sale of property, plant and equipment - 0.2
Purchase of intangible assets (7.8) (3.6)
Receipts/(payments) for financial assets at amortised cost 0.1 (0.6)
Proceeds from sale of discontinued operation 42.3 -
Net cash used in investing activities (22.7) (140.5)
Cash flows from financing activities
Dividends paid to Company's shareholders 11 (5.7) (5.4)
Dividends paid to non-controlling interests in subsidiaries (0.2) (0.1)
Proceeds from issue of Ordinary shares 0.1 2.0
Proceeds from sale of Treasury shares - 0.4
Purchase of Treasury shares - (0.9)
Repayment of obligations under right-of-use assets (16.4) (15.6)
Debt issuance costs - (0.8)
Repayment of borrowings (117.0) (0.3)
Increase in borrowings 80.0 89.0
Net cash (used in)/generated from financing activities (59.2) 68.3
Effects of exchange rate changes loss (0.6) (0.6)
Net decrease in cash and cash equivalents (0.4) (5.0)
Cash and cash equivalents at the beginning of the year 16.5 21.5
Cash and cash equivalents at the end of the year 16.1 16.5
Cash flows from discontinued operations are shown in note 9.
Notes to the consolidated financial statements
for the year ended 30 June 2025
1. General information
The principal activity of CVS Group plc, together with its subsidiaries (the
Group), is to operate veterinary practices, complementary veterinary
diagnostic businesses, pet crematoria (which was disposed during the year) and
an online pharmacy and retail business. The principal activity of CVS Group
plc (the Company) is that of a holding company.
CVS Group plc is a public limited company, limited by shares, incorporated
under the Companies Act 2006 and domiciled in England and Wales and its shares
are listed on AIM of the London Stock Exchange (CVSG). Its company
registration number is 06312831 and registered office is CVS House, Owen Road,
Diss, Norfolk IP22 4ER.
Statement under s498 - publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory financial statements for the years ended 30 June 2025 or
2024, for the purpose of the Companies Act 2006, but is derived from those
financial statements. Statutory financial statements for 2025, on which the
Group's auditors have given an unqualified report which does not contain
statements under Section 498(2) or (3) of the Companies Act 2006, will be
filed with the Registrar of Companies subsequent to the Group's next annual
general meeting. Statutory financial statements for 2024 have been filed with
the Registrar of Companies. The Group's auditors have reported on those
accounts; their reports were unqualified and did not contain statements under
Section 498(2) or (3) of the Companies Act 2006.
Basis of preparation
The consolidated and Company financial statements of CVS Group plc have been
prepared in accordance with United Kingdom adopted international accounting
standards as applied in accordance with the provisions of the Companies Act
2006 and applicable law. The consolidated financial statements have been
prepared on a going concern basis and under the historical cost convention,
except for certain financial instruments that have been measured at fair
value. After making enquiries, the Directors have a reasonable expectation
that the Group has adequate resources to continue in operational existence for
the foreseeable future. For this reason, they continue to adopt the going
concern basis in preparing the FY25 financial statements. Further details are
provided in the Directors' Report of the Group's FY25 Annual Report.
The accounting policies set out in the FY25 Annual Report have, unless
otherwise stated, been applied consistently to all years presented in the
financial statements.
2. Segment reporting
Segment information is presented in respect of the Group's business and
geographical segments. The primary format, operating segments, is based on the
Group's management and internal reporting structure and monitored by the
Group's Chief Operating Decision Maker (CODM).
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis. Trade
between operating segments is eliminated through the Central administration
segment. Unallocated items comprise mainly interest-bearing borrowings and
associated costs, tax-related assets and liabilities, acquisition costs which
are included within costs relating to business combinations, and Head Office
salary and premises costs.
Revenue comprises £473.1m of fees and £200.1m of goods (2024: £461.3m and
£177.4m respectively).
Operating segments
The Group is split into three operating segments (Veterinary Practices,
Laboratories and Online Retail Business) and a centralised support function
(Central administration) for business segment analysis. In identifying these
operating segments, management generally follows the Group's service lines
representing its main products and services.
Each of these operating segments is managed separately as each segment
requires different specialisms, marketing approaches and resources.
Intra-Group sales eliminations are included within the Central administration
segment. Central administration includes costs relating to the employees and
property and other overhead costs associated with the centralised support
function together with finance costs arising on the Group's borrowings.
Year ended 30 June 2025 Veterinary Laboratories Online Retail Central Group Discontinued
Practices £m Business administration £m operations
£m £m £m £m
Revenue 616.1 31.4 45.9 (20.2) 673.2 7.9
Adjusted EBITDA 133.0 9.0 1.3 (8.7) 134.6 3.5
Profit/(loss) before tax 56.7 7.6 0.7 (32.4) 32.6 0.2
Total assets 572.7 58.3 20.2 45.0 696.2 -
Total liabilities (194.2) (2.7) (15.2) (182.4) (394.5) -
Reconciliation of adjusted EBITDA
Profit/(loss) before tax 56.7 7.6 0.7 (32.4) 32.6 0.2
Finance expense/(income) 4.7 - (0.1) 12.6 17.2 -
Amortisation of intangible assets 24.6 0.1 0.7 - 25.4 0.6
Depreciation of property, plant and equipment 17.9 1.2 - 0.5 19.6 0.8
Depreciation of right-of-use assets 17.4 0.1 - 0.6 18.1 -
(Profit)/loss on disposal of property, plant and equipment and right-of-use (0.2) - - 1.0 0.8 0.3
assets
Costs relating to business combinations 10.6 - - 4.3 14.9 1.6
Exceptional items 1.3 - - 4.7 6.0 -
Adjusted EBITDA 133.0 9.0 1.3 (8.7) 134.6 3.5
Year ended 30 June 2024 (restated) Veterinary Laboratories Online Retail Central Group 1 Discontinued
Practices £m Business administration £m operations 2
£m £m £m £m
Revenue 577.5 31.6 50.0 (20.4) 638.7 26.1
Adjusted EBITDA 119.7 9.2 3.3 (9.2) 123.0 2.2
Profit/(loss) before tax 57.3 8.0 3.2 (33.3) 35.2 (2.5)
Total assets 567.6 49.3 21.2 26.0 664.1 25.9
Total liabilities (190.0) (2.2) (15.5) (219.5) (427.2) (2.3)
Reconciliation of adjusted EBITDA
Profit/(loss) before tax 56.9 8.0 3.2 (32.9) 35.2 (2.5)
Finance expense 3.9 - - 8.7 12.6 0.8
Amortisation of intangible assets 22.8 - 0.1 - 22.9 1.9
Depreciation of property, plant and equipment 14.9 1.0 - 0.4 16.3 1.4
Depreciation of right-of-use assets 14.6 0.1 - 0.6 15.3 0.7
Profit on disposal of property, plant and equipment and right-of-use assets (0.2) - - - (0.2) (0.1)
Costs relating to business combinations 6.1 - - 9.0 15.1 -
Exceptional items 0.7 0.1 - 5.0 5.8 -
Adjusted EBITDA 119.7 9.2 3.3 (9.2) 123.0 2.2
1. 2024 has been re-presented following the classification of the Crematoria
operations as a discontinued operation; see note 9 for further details.
2. Discontinued operations for 2024 include Crematoria operations and the
Netherlands and Republic of Ireland operations.
Geographical segments
The business operates predominantly in the UK. As at 30 June 2025, it has 43
veterinary practice sites in Australia (2024: 28). It performs a small amount
of laboratory work and teleradiology work for Europe-based clients and a small
amount of teleradiology work for clients based in the rest of the world. In
accordance with IFRS 8, 'Operating Segments', no segment results are presented
for operations in Australia as it meets the aggregation criteria, or trade
with clients in Europe or the rest of the world which is not considered
material for separate disclosure. Neither Australian nor trade with clients in
Europe and the rest of the world are reported separately for management
reporting purposes.
Revenue and non-current assets (excluding financial instruments) split between
the United Kingdom and Australia are shown below:
Revenue Non-current assets
2025 2024 2025 2024
£m £m £m £m
UK 621.1 616.6 436.8 123.2
Australia 52.1 22.1 458.9 101.6
3. Expenses/(income) by nature
Exceptional items
2025 2024 1
£m £m
Competition and Markets Authority2 3.9 1.6
Restructuring costs3 1.9 -
Cyber incident4:
Legal costs 0.2 2.2
Additional IT infrastructure - 0.3
Security risk management software - 0.5
Staff and consultant costs - 0.7
Property cost provision - 0.5
6.0 5.8
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
2. Cost incurred regarding engagement with the Competition and Markets
Authority including legal and economist fees.
3. Cost incurred regarding restructuring costs includes costs in
relation to the Deputy CEO who was paid his notice in line with his service
agreement whilst on gardening leave which resulted in additional costs and
employment costs in relation to the closure of our Careline operations.
4. Costs in relation to the cyber incident which occurred in the prior
financial year primarily include legal and specialist adviser costs.
4. Tax expense
a) Analysis of tax expense recognised in the income statement
Note 2025 20241
£m £m
Current tax
Current tax on profits for the year 17.2 14.6
Adjustments in respect of previous years (1.4) (2.0)
Total current tax charge 15.8 12.6
Deferred tax
Origination and reversal of temporary differences (4.6) (1.8)
Adjustments in respect of previous years 2.1 1.0
Total deferred tax credit (2.5) (0.8)
Total tax expense 13.3 11.8
Income tax expense attributable to:
Profit from continuing operations 13.5 10.5
Profit/(loss) from discontinued operations 9 (0.2) 1.3
13.3 11.8
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
b) Reconciliation of effective tax charge
The UK corporation tax rate is calculated using the UK standard rate of tax
for the year of 25.0% (2024: 25.0%). Taxation for other jurisdictions is
calculated at the rates prevailing in the respective jurisdictions. The total
taxation charge for the year differs from the theoretical amount that would
arise using the standard rate of UK corporation tax of 25.0% (2024: 25.0%) as
explained below:
2025 2024 1
£m £m
Profit before tax for continuing operations 32.6 35.2
Profit/(loss) before tax for discontinued operations 33.7 (17.0)
Profit before tax 66.3 18.2
Effective tax charge of 25.0% (2024: 25.0%) 16.6 4.5
Effects of:
Expenses not deductible for tax purposes 4.0 3.3
(Exempt gain)/non-allowable loss on sale of subsidiaries (8.4) 3.6
Adjustments to deferred tax charge in respect of previous years 2.1 1.0
Adjustments to current tax charge in respect of previous years (1.4) (2.0)
Current-year tax losses not recognised/utilisation of brought forward losses - 1.3
previously unrecognised
Impact of tax rates in overseas jurisdictions 0.4 0.1
Total tax expense 13.3 11.8
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
Factors affecting the current tax charge
The effective tax rate on reported profits is 20.1% (2024: 65.1%) and has
decreased from the prior year mainly due to the combined impact of the
disposal of subsidiaries in the current year resulting in non-taxable gains
and the disposal of subsidiaries in the prior year resulting in non-allowable
tax losses, as the conditions of substantial shareholding exemption were met
in respect of the disposals of subsidiaries in both years.
Total tax expense of £13.5m (2024: £10.5m) on continuing operations would
represent an effective tax rate on profit before tax for continuing operations
of 41.4% (2024: 29.8%). The increase is due to an increase in expenses not
deductible for tax purposes.
Changes in tax rates
The Group's future tax charge, and effective tax rate, could be affected by
several factors including changes in tax laws and rates in the respective
jurisdictions. There has been no impact in the current year from tax rate
changes.
Uncertain tax position
The Group recognises taxation based on estimates of whether taxes will be due.
No material uncertain tax positions exist at 30 June 2025.
OECD Pillar Two - global minimum tax
The OECD Pillar Two global minimum tax model rules of the OECD's Inclusive
Framework on Base Erosion and Profit Shifting (the "Pillar Two" rules)
legislation came into effect in the UK for accounting periods from 1 January
2024, making it effective for the Group from 1 July 2024.
The Group has applied the temporary exception from the accounting requirements
for deferred taxes in IAS 12. Accordingly, the Group neither recognises nor
discloses information about deferred tax assets and liabilities related to
Pillar Two.
Under the Pillar Two rules, a top-up tax arises where the effective tax rate
of the Group's operations in any individual jurisdiction, calculated using
principles set out in Pillar Two legislation, is below a 15% minimum rate. Any
resulting tax would be payable by CVS Group plc to the UK tax authority (HMRC)
being the Group's ultimate parent. The Group has performed an assessment of
the Group's exposure to Pillar Two income taxes. The assessment is based on
the most recent tax filings, country-by-country reporting and financial
statements for the constituent entities in the Group. Based on the assessment,
the Pillar Two effective tax rates in all jurisdictions in which the Group
operated are above 15% and consequently no top-up tax liability has been
recognised in the total tax charge in the year.
5. Earnings per Ordinary share
a) Reconciliation of earnings
2025 2024 1
£m £m
Profit from continuing operations 19.1 24.7
Less: Profit attributable to non-controlling interest (0.2) (0.2)
Profit for the year from continuing operations attributable to equity holders 18.9 24.5
of the Company
Profit/(loss) for the year from discontinued operations attributable to equity 33.9 (18.3)
holders of the Company
Profit for the year attributable to equity holders of the Company 52.8 6.2
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
b) Basic
2025 2024 1
Weighted average number of Ordinary shares in issue 71,739,444 71,595,871
Basic earnings per share from continuing operations attributable to the 26.3 34.2
ordinary equity holders
of the Company (pence)
Basic earnings/(loss) per share from discontinued operations attributable to 47.4 (25.6)
the ordinary equity holders of the Company (pence)
Total basic earnings per share attributable to the ordinary equity holders of 73.7 8.6
the Company (pence)
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
c) Diluted
For diluted earnings per share, the weighted average number of Ordinary shares
in issue is adjusted to assume conversion of all dilutive potential Ordinary
shares. The Group has two types of dilutive potential Ordinary shares, being:
those share options granted to employees where the exercise price is less than
the average market price of the Company's Ordinary shares during the year
(SAYE) and unvested shares within the LTIP scheme that have met the relevant
performance conditions at the end of the reporting period.
2025 2024 1
Weighted average number of Ordinary shares in issue 71,739,444 71,595,871
Adjustment for contingently issuable shares - LTIPs - -
Adjustment for contingently issuable shares - SAYE schemes 9,187 60,844
Weighted average number of Ordinary shares for diluted earnings per share 71,748,631 71,656,715
Diluted earnings per share from continuing operations attributable to the 26.2 34.2
ordinary equity holders of the Company (pence)
Diluted earnings/(loss) per share from discontinued operations attributable to 47.4 (25.6)
the ordinary equity holders of the Company (pence)
Total diluted earnings per share attributable to the ordinary equity holders 73.6 8.6
of the Company (pence)
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
d) Alternative performance measure: adjusted earnings per share
2025 2024 1
£m £m
Profit before tax for continuing operations 32.6 35.2
Adjustments for:
Amortisation of intangible assets 26.0 24.8
Amortisation of intangible assets attributable to discontinued operations (0.6) (1.9)
Costs relating to business combinations 14.9 15.1
Exceptional items 6.0 5.8
Adjusted profit before tax 78.9 79.0
Tax expense amended for the above adjustments (21.2) (19.1)
Adjusted profit after tax 57.7 59.9
Less: adjusted profit after tax attributable to non-controlling interest (0.2) (0.2)
Adjusted profit after tax attributable to the parent 57.5 59.7
Weighted average number of Ordinary shares in issue 71,739,444 71,595,871
Weighted average number of Ordinary shares for diluted earnings per share 71,748,631 71,656,715
Pence Pence
Adjusted earnings per share 80.1 83.3
Diluted adjusted earnings per share 80.1 83.2
1. 2024 has been re-presented following the classification of the
Crematoria operations as a discontinued operation; see note 9 for further
details.
6. Business combinations
Details of business combinations in the year ended 30 June 2025 are set out
below. The reason for each acquisition was to expand the CVS Group business
through acquisitions aligned to our strategic goals.
Name of business combination % share capital acquired Date of acquisition Country of incorporation
Pet Universe Veterinary Centre Trade and asset 2 July 2024 Australia
Direct Vet Services Trade and asset 2 September 2024 Australia
Northcote Animal Hospital Trade and asset 18 November 2024 Australia
Cessnock Veterinary Hospital, Vetcare Aberglasslyn & Vetcare Kurri Trade and asset 21 November 2024 Australia
Ripley Valley Veterinary Hospital Pty Ltd 100% 21 November 2024 Australia
VPP Group Pty Ltd t/a Veterinary Practice Partners 70% 24 April 2025 Australia
Beach Street Veterinary Clinic Trade and asset 28 May 2025 Australia
The table below summarises the total assets acquired through business
combinations in the year ended 30 June 2025:
Book value of Fair value Fair value
acquired adjustments £m
assets £m
£m
Property, plant and equipment 2.1 - 2.1
Patient data records - 15.7 15.7
Right-of-use assets 2.4 - 2.4
Inventories 0.2 - 0.2
Deferred tax asset/(liability) 0.2 (4.7) (4.5)
Trade and other receivables 0.1 - 0.1
Cash 0.2 - 0.2
Trade and other payables (1.3) - (1.3)
Lease liabilities (2.4) - (2.4)
Total identifiable assets 1.5 11.0 12.5
Less: non-controlling interests (0.6)
Add: goodwill 17.6
Total purchase consideration 29.5
Purchase consideration - cash outflow
2025 2024
£m £m
Total purchase consideration 29.5 100.9
Less:
Deferred consideration payable (0.1) (1.6)
Cash acquired (0.2) (4.1)
Cash outflow for in-year acquisitions 29.2 95.2
Add:
Deferred consideration paid on prior-period acquisitions 1.4 1.0
Contingent consideration paid on prior-period acquisitions 0.3 0.8
Net outflow of cash - investing activities 30.9 97.0
The total consideration of £29.5m is prior to the agreement of the completion
accounts. The amounts recognised are subject to adjustment in line with IFRS 3
for up to twelve months from acquisition, with goodwill being adjusted
accordingly.
Goodwill and intangible assets recognised in the year relating to business
combinations are not expected to be deductible for tax purposes.
Acquired receivables
The fair value of acquired trade receivables is £0.1m. The gross contractual
amount for trade receivables due is £0.1m with a loss allowance of £nil
recognised on acquisition.
Acquisitions with non-controlling interests
On 24 April 2025, the Group acquired a 70% interest in VPP Group Pty Limited
(included above) in Australia for consideration of £5.0m. The identifiable
net assets at acquisition were valued at £2.1m, of which 30% will be
attributed to non-controlling interest (NCI). NCI is measured at the
proportionate share of the identifiable net assets at the date of acquisition.
The acquisition comprised net assets (being principally patient data records)
with a fair value of £2.1m, resulting in goodwill of £3.5m.
Goodwill recognised represents the excess of purchase consideration over the
fair value of the identifiable net assets. Goodwill reflects the synergies
arising from the combination of the businesses; this includes the assembled
workforce and clinical knowledge, cost synergies arising from shared support
functions as well as buying power synergies. Goodwill includes the recognition
of an amount equal to the deferred tax that arises on non-qualifying fixed
assets acquired under a business combination.
The Group recognises non-controlling interests in an acquired entity either at
fair value or at the non-controlling interest's proportionate share of the
acquired entity's net identifiable assets. The decision is made on an
acquisition-by-acquisition basis. For the non-controlling interests in VPP
Group Pty Limited, the Group elected to recognise the non-controlling
interests at its proportionate share of the acquired net identifiable assets.
See note 2 for the Group's accounting policies for business combinations in
the FY25 Annual Report.
Revenue and profit contribution
If the acquisitions made in the period had been owned for the full year it is
estimated that revenue would have been £16.9m and adjusted EBITDA £5.1m for
the acquired businesses.
Post-acquisition revenue and post-acquisition adjusted EBITDA were £8.5m and
£2.9m respectively. The post-acquisition period is from the date of
acquisition to 30 June 2025. Post-acquisition adjusted EBITDA represents the
direct operating result of practices from the date of acquisition to 30 June
2025 prior to the allocation of central overheads on the basis that it is not
practicable to allocate these.
Acquisition-related costs (costs relating to business combinations)
Acquisition costs of £4.3m (2024: £9.0m) are included within other expenses
in note 4 of the financial statements, of which £0.5m relates to stamp duty
paid (2024: £0.8m).
Contingent consideration, expensed to the income statement, of £10.6m (2024:
£6.1m) is included within other expenses in note 6 of the FY25 Annual Report.
The Directors do not consider any individual in-year acquisition to be
material to the Group and therefore have not separately disclosed these.
Contingent consideration
At the acquisition date of each acquisition, contingent consideration of £nil
is recognised. Contingent consideration is expensed to the income statement
for a period of up to three years subject to meeting fixed profitability and
employment targets. If these targets are met, an aggregated £3.3m of
contingent consideration would be payable on the first anniversary of the
acquisitions, an aggregated £3.3m would be payable on the second anniversary
of the acquisitions and an aggregated £1.8m would be payable on the third
anniversary of the acquisitions.
Business combinations in previous years
Details of business combinations in the comparative year are presented in the
consolidated financial statements for the year ended 30 June 2024. Adjustments
to the provisional amounts during the measurement period have resulted in an
increase in goodwill of £0.9m, increase in property, plant and equipment of
£0.3m offset by a reduction in patient data records of £0.1m, recognition of
non-controlling interest of £1.1m and reduction in net assets of £0.1m
resulting in a reduction in consideration payable of £0.1m.
During the year, £1.4m (2024: £1.0m) was paid to settle deferred
consideration payable from the prior year and £0.3m was paid to settle
contingent consideration payments (2024: £0.8m).
Contingent consideration of £0.3m paid relates to a business combination made
in the year ended 30 June 2023 where consideration is payable over a
three-year period based on the veterinary practice reaching certain adjusted
EBITDA targets. This is held at fair value and it is expected that this will
be payable. As at 30 June 2025, £0.4m remains payable (2024: £0.7m).
Business combinations subsequent to the year end
Details of business combinations made subsequent to the year end are set out
below. The reason for each acquisition was to expand the CVS Group business
through acquisitions aligned to our strategic goals.
Name of business combination % share capital acquired Date of acquisition Country of incorporation
Toorak Rd Vet Clinic & Caulfield Veterinary Hospital Trade and asset 2 July 2025 Australia
Sydney Animal Hospital incorporating: Avalon Vet Pty Ltd, Sydney Animal 75% 1 September 2025 Australia
Hospitals - Northern Beaches Pty Ltd, Inner West Veterinary Hospital Pty Ltd,
Sydney Animal Hospitals Pty Ltd, Sydney Animal Hospitals - Norwest Pty Ltd AND
Sydney Animal Hospitals - Kellyville Pty Ltd.
The table below summarises the total assets acquired through business
combinations subsequent to the year end:
Book value of Fair value Fair value
acquired adjustments £m
assets £m
£m
Property, plant and equipment 1.4 - 1.4
Patient data records - 14.1 14.1
Right-of-use assets 2.2 - 2.2
Inventories 0.3 - 0.3
Deferred tax liability 0.1 (4.3) (4.2)
Trade and other receivables 0.1 - 0.1
Trade and other payables (1.4) - (1.4)
Lease liabilities (2.2) - (2.2)
Total identifiable assets 0.5 9.8 10.3
Less: non-controlling interests (2.3)
Add goodwill 15.6
Total purchase consideration 23.6
Purchase consideration - cash outflow
The net outflow of cash is equal to the total purchase consideration and
therefore no reconciliation is necessary.
The total consideration of £23.6m is prior to the agreement of the completion
accounts. The amounts recognised are subject to adjustment in line with IFRS 3
for up to twelve months from acquisition, with goodwill being adjusted
accordingly.
Goodwill and intangible assets recognised in the year relating to business
combinations are not expected to be deductible for tax purposes.
Acquisitions subsequent to the year end with non-controlling interests
On 1 September 2025, the Group acquired a 75% interest in six Sydney Animal
Hospital practices (included above) in Australia for consideration of £21.2m.
The identifiable net assets at acquisition were valued at £9.1m, of which 25%
will be attributed to non-controlling interest (NCI). NCI is measured at the
proportionate share of the identifiable net assets at the date of acquisition.
The acquisition comprised net assets (being principally patient data records)
with a fair value of £9.1m, resulting in goodwill of £14.5m.
For the non-controlling interests in Sydney Animal Hospital practices, the
Group elected to recognise the non-controlling interests at its proportionate
share of the acquired net identifiable assets. See note 2 for the Group's
accounting policies for business combinations in the FY25 Annual Report.
7. Borrowings
Borrowings comprise bank loans and are denominated in Sterling. The repayment
profile is as follows:
Group 2025 2024
£m £m
Within one year or on demand - -
Between one and two years - -
After more than two years 145.2 181.3
145.2 181.3
The balances above are shown net of issue costs of £2.3m (2024: £3.2m),
which are being amortised over the term of the bank loan. The carrying amount
of borrowings is deemed to be a reasonable approximation to fair value.
The Group has total facilities of £350.0m to 21 February 2028, provided by a
syndicate of eight banks: AIB, Barclays, Danske, HSBC, JP Morgan, Lloyds,
NatWest and Virgin Money. The facility comprises the following elements:
• a fixed-term loan of £87.5m, repayable on 21 February 2028 via a
single bullet repayment;
• a revolving credit facility of £262.5m, available to 21 February
2028; and
• we retain our £5.0m overdraft facility, renewable annually.
The two financial covenants associated with these facilities are based on the
ratios of bank test net debt to bank test EBITDA and bank test EBITDA to
interest. The bank test net debt to bank test EBITDA ratio must not exceed
3.25x. The bank test EBITDA to interest ratio must not be less than 4.5x. The
facilities require cross-guarantees from the most significant of CVS Group's
trading subsidiaries but are not secured on the assets of the Group.
Bank test EBITDA is based on the last twelve months' adjusted EBITDA
performance annualised for the effect of acquisitions deducting costs relating
to business combinations and adding back share option expense, prior to the
impact of IFRS 16.
Bank covenants are tested quarterly and the Group has considerable headroom in
both financial covenants and in its undrawn but committed facilities as at 30
June 2025. More information can be found in note 3 of the FY25 Annual Report.
Bank borrowings bear interest at 1.45% to 2.70% above SONIA. The applicable
interest rate is dependent upon the bank test net debt to bank test EBITDA
ratio. During the year the bank borrowings carried a rate averaging 1.8% above
SONIA.
Interest rate risk is also managed centrally and derivative instruments are
used to mitigate this risk. On 31 January 2024, the Group entered into a
four-year interest rate fixed swap arrangement to hedge fluctuations in
interest rates on £100.0m of its term loan.
At the year end, £100.0m (2024: £100.0m) of the combined term loan and
revolving credit facility was hedged using an interest rate swap. The
remainder of the debt is not hedged. Further information on the cash flow
hedge can be found in note 17 of the FY25 Annual Report.
Undrawn committed borrowing facilities
At 30 June 2025, the Group has a committed overdraft facility of £5.0m (2024:
£5.0m) and an RCF of £262.5m (2024: £262.5m). The overdraft was undrawn at
30 June 2025 (2024: undrawn) and the RCF was £202.5m undrawn (2024: £165.5m
undrawn). A commitment fee is paid on undrawn loan facilities.
8. Cash flow generated from operations
2025 (Restated)
£m 2024
£m
Profit/(loss) for the year 53.0 6.4
Tax expense 13.3 11.8
Finance expense 17.2 13.4
(Profit)/loss on sale of discontinued operation (33.5) 14.3
Amortisation of intangible assets 26.0 24.8
Depreciation of property, plant and equipment 20.4 17.7
Depreciation and impairment of right-of-use assets 18.1 16.0
Loss/(profit) on sale of property, plant and equipment and right-of-use assets 1.1 (0.3)
Decrease/(increase) in inventories 2.9 (3.0)
(Increase)/decrease in trade and other receivables1 (9.9) (17.4)
Increase in trade and other payables 4.7 10.1
Decrease in provisions (0.4) (0.3)
Share option expense 1.2 2.4
Total net cash flow generated from operations 114.1 95.9
1. The movement in trade and other receivables includes movement in
Research and Development Expenditure Tax Credit receivable of £7.4m (2024:
£7.4m) where the balance sits in corporation tax receivable.
9. Discontinued operations
On 24 April 2025 the Group announced the disposal of its Crematoria
operations. The subsidiary entities were sold on 15 May 2025 and it is
reported in the current period as a discontinued operation. Financial
information relating to the discontinued operation for the period to the date
of disposal is set out below.
Financial performance and cash flow information
The financial performance and cash flow information presented are for the
period ended 15 May 2025 (2025 column) and the year ended 30 June 2024.
2025 2024
£m £m
Revenue 7.9 8.6
Expenses (7.7) (5.6)
Profit before tax 0.2 3.0
Tax credit/(expense) 0.2 (1.3)
Profit after tax of discontinued operations 0.4 1.7
Profit on sale of the subsidiaries after tax 33.5 -
Profit from discontinued operations 33.9 1.7
Exchange differences on translation of discontinued operations - -
Other comprehensive profit from discontinued operations 33.9 1.7
Net cash outflow from operating activities 0.3 1.8
Net cash outflow from investing activities (1.0) (0.9)
Net cash outflow from financing activities - -
Net (decrease)/increase in cash generated by the discontinued operation (0.7) 0.9
Details of the sale of the discontinued operation
2025 2024
£m £m
Consideration received 42.3 -
Consideration to be received 0.4
Carrying amount of net assets sold (9.2) -
Profit on sale before income tax and reclassification of foreign currency 33.5 -
translation reserve
Tax on gain - -
Profit on sale after tax 33.5 -
The carrying amounts of assets and liabilities as at the date of sale (15 May
2025) were:
15 May 2025
£m
Intangible assets 3.1
Property, plant and equipment 5.8
Right-of-use assets 0.1
Inventories 0.6
Trade receivables 0.8
Total assets 10.4
Trade and other payables (0.3)
Lease liabilities (0.1)
Deferred tax (0.8)
Total liabilities (1.2)
Net assets 9.2
In the prior year, on 21 May 2024, the Group announced the disposal of its
Netherlands and Republic of Ireland operations. The subsidiary entities were
sold on 29 May 2024 and this is reported in the prior period as a discontinued
operation. Details of this can be found in the FY24 Annual Report.
10. Events after the reporting period
Since 30 June 2025, the Group has completed two acquisition comprising eight
practice sites for total consideration of £23.6m (Australian $48.8m),
detailed below. This is aligned with the Group's strategic goals. Further
information on these business combinations can be found in note 6.
In addition the Group has exchanged contracts in respect of a further
acquisition of an additional small animal primary care veterinary practices in
Australia, with completion expected in due course.
On 31 July 2025, the Group granted option awards over a total of 276,364 of
the Company's Ordinary shares of 0.2p each under the CVS Group Long-Term
Incentive Plan 2025 (LTIP19). The awards will vest in three years' time,
subject to performance criteria being satisfied. These vesting criteria relate
to the Company's earnings per share growth and total shareholder return over
the three-year period between 1 July 2025 and 30 June 2028.
11. Related party transactions
Directors' and key management's compensation is disclosed in note 8 of the
FY2025 Annual Report.
Company
During the year, the Company had the following transactions with CVS (UK)
Limited, the Group's immediate subsidiary:
2025 2024
£m £m
Recharge of expenses incurred by CVS (UK) Limited on behalf of the Company (1.3) (0.9)
Repayment of cash from share proceeds 0.1 2.0
Cash advanced to fund payment of dividend (5.7) (5.4)
The following balances were owed by related companies:
2025 2024
Receivable Payable Receivable Payable
£m £m £m £m
CVS (UK) Limited 64.0 - 70.9 -
Amounts owed by CVS (UK) Limited are in the normal course of trading, are
unsecured and interest free and have no fixed date of repayment.
Transactions with Directors and key management
On 24 November 2022, the Group completed the purchase of 100.0% of the share
capital of The Harrogate Vet Limited, a company registered in England and
Wales, comprising one companion animal veterinary practice site in the UK.
Prior to acquisition, the company was partially owned by the spouse of one of
the Executive Directors of the Group at that date, and as such the acquisition
was considered a related party transaction. The terms of the acquisition,
including consideration paid, were on an arm's length basis and consistent
with acquisitions of other unrelated entities.
During the year, £0.3m contingent consideration was paid and £0.4m remains
payable to the related party contingent on fixed adjusted EBITDA targets
within the practice acquired. The related party remained in part-time
employment within the Group and received a salary in 2025 of £32,885 (2024:
£23,556) which is on an arm's length basis.
During the prior year, the Group divested its operations in the Netherlands
and the Republic of Ireland to a member of key management personnel who was
not a Director of the Company and ceased to be an employee of the Group
following divestment. A short-term interest-bearing loan on an arm's length
basis was made to Global Veterinary Excellence Limited, a company owned by the
member of key management personnel, for £600,000, repayable in May 2025.
£150,000 was repaid in May 2025 with an extension granted on the remaining
£450,000, repayable November 2025.
The following dividends were paid to the Directors of the Group:
2025 2024
£ £
R Connell - 12,675
R Gray 608 450
D Kemp 837 601
D Wilton 720 488
R Fairman 5,280 4,904
R Alfonso 1,592 1,183
P Higgs 510 -
B Jacklin - 2,662
Joanne Shaw 132 124
Spouse of R Gray 281 264
Spouse of R Fairman 969 908
Spouse of B Jacklin - 92
Spouse of R Alfonso 359 261
Ultimate controlling party
The Directors consider there is no ultimate controlling party.
Alternative performance measures glossary
Alternative performance measures
Guidelines on alternative performance measures (APMs) issued by the European
Securities and Markets Authority came into effect for all communications
released on or after 3 July 2016 for issuers of securities on a regulated
market.
The Directors believe that alternative performance measures provide additional
useful information for shareholders. These measures are used by the Board and
management for planning, internal reporting and setting Director and
management remuneration. In addition, they are used by the investor analyst
community and are aligned to our strategy and KPls. These measures are not
defined by International Financial Reporting Standards (IFRS) and therefore
may not be directly comparable with other companies' adjusted measures. They
are not intended to be a substitute for, or superior to, IFRS measurements of
profit or earnings per share.
The key APMs used by the Group are:
APM Definition Reconciliation
Like-for-like sales Like-for-like sales show revenue generated from like-for-like continuing It is defined as a percentage; no reconciliation is applicable.
operations compared to the prior year, adjusted for the number of working days
Closest equivalent statutory measure: Revenue growth and on a constant currency basis. For example, for a practice acquired in
September 2023, revenue is included from September 2024 in the like-for-like
calculations.
Adjusted EBITDA Adjusted EBITDA is calculated by reference to profit before tax for continuing 2025 2024
operations, adjusted for net finance expense, depreciation, profit or loss on
Closest equivalent statutory measure: Operating profit disposal of property, plant and equipment, amortisation, costs relating to
business combinations and exceptional items.
£m £m
Business combination costs include costs in relation to acquisitions made and Profit before tax from continuing operations 32.6 35.2
contingent consideration expensed to the income statement. Adjustments for:
Finance expense 17.2 12.6
An exceptional item contains certain costs or incomes that derive from events Amortisation of intangible assets 26.0 24.8
or transactions that fall outside the normal activities of the Group and/or Depreciation of property, plant and equipment 20.4 17.7
are excluded by virtue of their size or nature in order to reflect Depreciation of right-of-use assets 18.1 16.0
management's view of the performance of the Group. Profit/(loss) on disposal of property, plant and equipment and right-of-use 1.1 (0.3)
assets
In determining whether an item should be presented as an allowable adjustment Depreciation and amortisation attributable to discontinued operations (1.7) (3.9)
to IFRS measures, the Group considers items which are significant because of Costs relating to business combinations 14.9 15.1
either their size or their nature, and which are non-recurring. For an item to Exceptional items 6.0 5.8
be considered as an allowable adjustment to IFRS measures, it must initially Adjusted EBITDA 134.6 123.0
meet at least one of the following criteria:
• It is a significant item, which may cross more than one accounting
period.
• It has been directly incurred as a result of either an acquisition
or a divestment or arises from termination benefits without condition of
continuing employment related to a business change or restructuring programme.
• It is unusual in nature, e.g. outside the normal course of
business.
If an item meets at least one of the criteria, management, through the Audit
and Risk Committee, then exercises judgement as to whether the item should be
classified as an allowable adjustment to IFRS performance measures and as such
included within business combination costs or exceptional item definition.
Adjusted EBITDA margin Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue. 2025 2024
Closest equivalent statutory measure: None
£m £m
Revenue 673.2 638.7
Adjusted EBITDA 134.6 123.0
Adjusted EBITDA margin (%) 20.0% 19.3%
Adjusted EPS Adjusted EPS is calculated as adjusted PBT attributable to the owners of CVS 2025 2024
Group plc, less applicable tax, divided by the weighted average number of
Closest equivalent statutory measure: Basic EPS Ordinary shares in issue in the period.
Adjusted PBT is profit before tax for continuing operations, amortisation, £m £m
costs relating to business combinations and exceptional items. Profit before tax for continuing operations 32.6 35.2
Adjustments for:
Amortisation of intangible assets 26.0 24.8
Amortisation of intangible assets attributable to discontinued operations (0.6) (1.9)
Costs relating to business combinations 14.9 15.1
Exceptional items 6.0 5.8
Adjusted profit before tax 78.9 79.0
Tax expense amended for the above adjustments (21.2) (19.1)
Adjusted profit after tax 57.7 59.9
Less: adjusted profit after tax attributable to non-controlling interest (0.2) (0.2)
Adjusted profit after tax attributable to the parent 57.5 59.7
Weighted average number of Ordinary shares in issue 71,739,444 71,595,871
Weighted average number of Ordinary shares for diluted earnings per share 71,748,631 71,656,715
Adjusted earnings per share (pence) 80.1 83.3
Diluted earnings per share (pence) 80.1 83.2
Net debt Net debt is calculated as bank borrowings less cash and cash equivalents and 2025 2024
unamortised borrowing costs.
Closest equivalent statutory measure: None
£m £m
Borrowings repayable after more than one year:
Term loan and revolving credit facility 147.5 184.5
Unamortised borrowing costs (2.3) (3.2)
Total borrowings 145.2 181.3
Cash and cash equivalents (16.1) (16.5)
Net debt 129.1 164.8
Bank test net debt/net bank borrowings Bank test net debt/net bank borrowings less cash and cash equivalents. 2025 2024
Closest equivalent statutory measure: Net debt
£m £m
Bank borrowings 147.5 184.5
Cash and cash equivalents (16.1) (16.5)
Bank test net debt/net bank borrowings 131.4 168.0
Leverage Leverage on a bank test basis is bank test net debt divided by bank test 2025 2024
EBITDA. It is a covenant under our loan facility agreement. Bank test net debt (£m) 131.4 168.0
Closest equivalent statutory measure: None Bank test EBITDA (£m) 111.4 109.2
Bank test leverage 1.18 1.54
Adjusted operating cash conversion Adjusted operating cash conversion is defined as cash generated from operating 2025 2024
activities adjusted for discontinued operations, acquisition fees and
Closest equivalent statutory measure: Cash generated from operations contingent consideration paid, lease liability repayment and maintenance
capital expenditure; divided by adjusted EBITDA. Adjusted operating cash
conversion is used to understand underlying cash flows that arise compared to £m £m
adjusted EBITDA. Cash generated from operations 114.1 95.9
Add: Acquisition fees paid 4.3 9.0
Add: Contingent consideration paid 8.3 1.9
Add: Exceptional items 6.0 5.9
Less: Lease liability repayment (16.4) (14.8)
Less: Capex - maintenance (10.8) (9.3)
Less: Operating cash flow from discontinued operations (2.0) (2.4)
Adjusted operating cash flow 103.5 86.2
Adjusted EBITDA 134.6 123.0
Adjusted operating cash conversion (%) 76.9% 70.1%
Free cash flow Free cash flow is defined as adjusted operating cash flow less interest and 2025 2024
taxation paid in respect of continuing operations.
Closest equivalent statutory measure: Net cash from operating activities
£m £m
Adjusted operating cash flow 103.5 86.2
Less: Taxation paid (14.7) (15.1)
Less: Interest paid (16.6) (12.0)
Free cash flow 72.2 59.1
Adjusted EBITDA margin
Closest equivalent statutory measure: None
Adjusted EBITDA margin is calculated as adjusted EBITDA divided by revenue.
2025 2024
£m £m
Revenue 673.2 638.7
Adjusted EBITDA 134.6 123.0
Adjusted EBITDA margin (%) 20.0% 19.3%
Adjusted EPS
Closest equivalent statutory measure: Basic EPS
Adjusted EPS is calculated as adjusted PBT attributable to the owners of CVS
Group plc, less applicable tax, divided by the weighted average number of
Ordinary shares in issue in the period.
Adjusted PBT is profit before tax for continuing operations, amortisation,
costs relating to business combinations and exceptional items.
2025 2024
£m £m
Profit before tax for continuing operations 32.6 35.2
Adjustments for:
Amortisation of intangible assets 26.0 24.8
Amortisation of intangible assets attributable to discontinued operations (0.6) (1.9)
Costs relating to business combinations 14.9 15.1
Exceptional items 6.0 5.8
Adjusted profit before tax 78.9 79.0
Tax expense amended for the above adjustments (21.2) (19.1)
Adjusted profit after tax 57.7 59.9
Less: adjusted profit after tax attributable to non-controlling interest (0.2) (0.2)
Adjusted profit after tax attributable to the parent 57.5 59.7
Weighted average number of Ordinary shares in issue 71,739,444 71,595,871
Weighted average number of Ordinary shares for diluted earnings per share 71,748,631 71,656,715
Adjusted earnings per share (pence) 80.1 83.3
Diluted earnings per share (pence) 80.1 83.2
Net debt
Closest equivalent statutory measure: None
Net debt is calculated as bank borrowings less cash and cash equivalents and
unamortised borrowing costs.
2025 2024
£m £m
Borrowings repayable after more than one year:
Term loan and revolving credit facility 147.5 184.5
Unamortised borrowing costs (2.3) (3.2)
Total borrowings 145.2 181.3
Cash and cash equivalents (16.1) (16.5)
Net debt 129.1 164.8
Bank test net debt/net bank borrowings
Closest equivalent statutory measure: Net debt
Bank test net debt/net bank borrowings less cash and cash equivalents.
2025 2024
£m £m
Bank borrowings 147.5 184.5
Cash and cash equivalents (16.1) (16.5)
Bank test net debt/net bank borrowings 131.4 168.0
Leverage
Closest equivalent statutory measure: None
Leverage on a bank test basis is bank test net debt divided by bank test
EBITDA. It is a covenant under our loan facility agreement.
2025 2024
Bank test net debt (£m) 131.4 168.0
Bank test EBITDA (£m) 111.4 109.2
Bank test leverage 1.18 1.54
Adjusted operating cash conversion
Closest equivalent statutory measure: Cash generated from operations
Adjusted operating cash conversion is defined as cash generated from operating
activities adjusted for discontinued operations, acquisition fees and
contingent consideration paid, lease liability repayment and maintenance
capital expenditure; divided by adjusted EBITDA. Adjusted operating cash
conversion is used to understand underlying cash flows that arise compared to
adjusted EBITDA.
2025 2024
£m £m
Cash generated from operations 114.1 95.9
Add: Acquisition fees paid 4.3 9.0
Add: Contingent consideration paid 8.3 1.9
Add: Exceptional items 6.0 5.9
Less: Lease liability repayment (16.4) (14.8)
Less: Capex - maintenance (10.8) (9.3)
Less: Operating cash flow from discontinued operations (2.0) (2.4)
Adjusted operating cash flow 103.5 86.2
Adjusted EBITDA 134.6 123.0
Adjusted operating cash conversion (%) 76.9% 70.1%
Free cash flow
Closest equivalent statutory measure: Net cash from operating activities
Free cash flow is defined as adjusted operating cash flow less interest and
taxation paid in respect of continuing operations.
2025 2024
£m £m
Adjusted operating cash flow 103.5 86.2
Less: Taxation paid (14.7) (15.1)
Less: Interest paid (16.6) (12.0)
Free cash flow 72.2 59.1
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