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REG - CVS Group plc - Interim Results

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RNS Number : 4391U  CVS Group plc  26 February 2026

For Immediate Release
 
                     26 February 2026

CVS Group plc

("CVS", the "Company" or the "Group")

 

Interim results for the six-month period ended 31 December 2025

FY2026 Trading in line with market expectations(3); continued strong
performance and growth in Australia

 

CVS, the UK listed veterinary group and a leading provider of veterinary
services, issues its unaudited interim results for the six-month period ended
31 December 2025 ("H1 2026") and provides an update on year-to-date trading.
Comparative data is provided for the six months ended 31 December 2024 ("H1
2025"), unless otherwise stated. H1 2025 has been re-presented following the
classification of the Group's former Crematoria operations, which were sold in
May 2025, as discontinued operations.

 

Financial Highlights(1,2)

·      Revenue from continuing operations increased by 5.8%, to £356.9m
(H1 2025: £337.3m).

·      Group like-for-like sales growth for the period compared to H1
2025 was 2.7%. This growth has been achieved despite continued softer market
conditions in the UK with mixed practice performance.

·      Adjusted EBITDA increased by 3.9%, to £67.7m (H1 2025: £65.1m)
with EBITDA margins of 19.0% in line with the Company's medium-term ambitions
of between 19% and 23%.

·      Profit before tax on continuing operations decreased by 4.4% to
£15.2m (H1 2025: £15.9m) with the increase in adjusted EBITDA and favourable
finance expense (-£2.1m), offset by a non-cash increase in depreciation and
amortisation from investments made in recent years (+£2.1m), an increase in
costs relating to business combinations (+£1.3m), and an increase in
exceptional costs (+£2.0m) in relation to the Competition and Markets
Authority ("CMA") process and costs associated with the move to the Main
Market of the London Stock Exchange.

·      Adjusted operating cash conversion increased 3.3ppts to 75.0% (H1
2025: 71.7%) (FY 2025: 76.9%) which is in line the Group's 70%+ guidance.

·      Leverage increased to 1.41x (FY 2025: 1.18x) as a result of an
increase in net bank borrowings following the continued investment in
acquisitions in Australia, capex investment and the share buyback announced
alongside the move to the Main Market; partly offset by robust operating
cashflows. Leverage remains comfortably within our stated guidance of
<2.0x.

·      The Board remains confident in the Group delivering full year
2026 results in line with market expectations(3).

 

 

 £m except where stated                                  H1 2026 (unaudited)  H1 2025(1) (unaudited)  Change %(4)  FY 2025 (audited)
 Revenue                                                 356.9                337.3                   5.8%         673.2
 Group like-for-like ("LFL") sales growth (%)            2.7%                 -1.1%                   3.8ppts      0.2%

 Adjusted EBITDA                                         67.7                 65.1                    3.9%         134.6
 Adjusted EBITDA margin (%)                              19.0%                19.3%                   -0.3ppts     20.0%
 Adjusted profit before tax                              40.3                 37.3                    8.0%         78.9

 Adjusted earnings per share (p)                         40.2                 38.0                    5.8%         80.1

 Operating profit                                        22.1                 24.9                    -11.2%       49.8
 Profit before tax                                       15.2                 15.9                    -4.4%        32.6

 Basic earnings per share for continuing operations (p)  10.9                 14.2                    -23.2%

                                                                                                                   26.3

 Net bank borrowings                                     160.2                182.9                   -12.4%       131.4

(1.) Six months ended 31 December 2024 (H1 2025) has been re-presented
following the classification of the Group's former Crematorium operations as a
discontinued operation in FY 2025.

(2.) Read more about our alternative performance measures (APMs) in the APM
glossary of this report.

(3.) The company compiled consensus range and averages for FY2026 adjusted
EBITDA £141.2m to £142.5m with an average of £141.9m. This is based on nine
analyst estimates.

(4.) Percentage change based on underlying numbers.

 

Operational Highlights

·      Established a meaningful business and platform for growth in
Australia with confidence in the opportunity for further expansion. Completed
two practice acquisitions of nine practice sites in H1 2026 for combined
initial consideration of £23.2m. Our Australian practices continue to perform
in line with management expectations, with synergies and increasing scale
benefits coming through.

·    Investment of £17.5m in practice relocations, refurbishments and
clinical equipment, to enhance capacity, improve the client experience and
support the delivery of consistently high standards of clinical care across
our practices.

·      First permanent Australian Managing Director appointed with
previous experience in the Australia veterinary service market.

·      Further systems development aimed at enhancing client experience
in practice improving efficiencies within practice teams.

·      Ongoing focus on research projects such as sponsoring a PhD at
the Royal Veterinary College on Nurse optimisation.

·      Improved colleague satisfaction, as measured through the Group's
employee net promoter score, improving to +10.0 (FY 2025: +3.1).

·      Launched subscribe and go, and new payment options on Animed
website improving client usability and checkout speeds.

·      Launch of CVS Vets as our dual‑brand alongside local practice
names.

·      Post-period end, CVS completed the move to the Main Market of the
London Stock Exchange on 29 January 2026; with FTSE250 index inclusion
expected in March 2026. The move is expected to provide access to deeper pools
of capital across a broader range of investors, improve trading liquidity, and
enhances our corporate profile, positioning CVS for its next phase of growth.

Outlook

·       The economic backdrop in the UK remains challenging with low
consumer confidence impacting footfall in companion animal practices.
However, with the expansion in Australia progressing well, the UK CMA process
drawing to an end, and the cohort of covid puppies and kittens which will
require more treatment as they age, CVS remains well positioned to deliver
attractive growth in shareholder value over the medium and long-term.

·      Since the period end, the Group has completed two companion
animal veterinary practice acquisitions in Australia and has exchanged
contracts for a further practice, with completion expected in due course.
Total consideration for the two completed acquisitions is £10.8m (Australian
$21.0m). The Group is confident it will have the opportunity to return to
acquisitions in the UK, at appropriate multiples, in due course.

·     The Group has a strong balance sheet and free cash flows to
support its capital allocation priorities of further acquisitions and
continued investment in facilities, clinical equipment and technology. There
is a strong pipeline of acquisitions opportunities in Australia and as the CMA
process draws to a close, the Group is confident it will have the opportunity
to return to acquisitions in the UK, at appropriate multiples, in due course.

·      On 15 October 2025, the CMA published its Provisional Decision in
its market investigation, outlining its proposed remedies and bringing
additional certainty with the CMA's Final Decision which is due in Spring
2026. The Group is engaging with the CMA on the proposed remedies. CVS
welcomes and is actively engaged with DEFRA's consultation on reform to the
Veterinary Surgeons Act 1966.

·      The Board reiterates its thanks to CVS colleagues for their hard
work and to all the Group's key stakeholders for their support.

·       The Board remains confident in the Group delivering full year
2026 results in line with market expectations(3).

 

Richard Fairman, Chief Executive Officer, commented:

"I am pleased to report that the Group has delivered further solid growth in
both revenue and adjusted EBITDA, notwithstanding the softer consumer backdrop
in the UK which has impacted footfall in our companion animal practices.  CVS
has increased its strategic footprint and delivered continued growth in
Australia, achieving enhanced returns through synergies and increasing scale
benefits.

 

Our recent move from AIM to the LSE Main Market marks an exciting milestone
for the Group and reflects the progress we have made in strengthening our
operations. We also look forward to the conclusion of the CMA process in due
course.

 

With our focus on clinical excellence and investment in practices and people,
CVS is well placed to deliver sustainable growth in the medium and longer
term.

 

I would like to take this opportunity to thank all CVS colleagues, for their
outstanding commitment and dedication and for the care they provide to our
clients and their animals."

 

Results webcast

An audio webcast and presentation of these results will be available on

 https://brrmedia.news/CVS_IR25 (https://brrmedia.news/CVS_IR25) from 07.00am
today.

A statement of these results will be available after the event at
www.cvsukltd.co.uk (http://www.cvsukltd.co.uk) .

 

A Q&A for analysts and investors will be held today at 09.30am today, with
in person attendance is by invitation only. To access a live streaming of the
event, please click on the following link

 https://brrmedia.news/CVS_IR25_Q&A
(https://brrmedia.news/CVS_IR25_Q&A)

 

Those wishing to participate in the Q&A session remotely should email
CVSG@camarco.co.uk for call details.

 

Retail investors' webcast

CVS Group is pleased to announce that Richard Fairman, Chief Executive
Officer, and Robin Alfonso, Chief Financial Officer will host a live
interactive presentation on the Engage Investor platform, on the 4th of March
at 16.00 GMT.

 

CVS Group welcomes all current retail shareholders and interested retail
investors to join and encourages investors to pre-submit questions. Investors
can also submit questions at any time during the live presentation.

 

Investors can sign up to Engage Investor at no cost and follow CVS Group from
their personalised investor hub.

 

Register interest in this event here: https://engageinvestor.news/CVS_IP_0326
(https://engageinvestor.news/CVS_IP_0326)

 

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

 

Camarco (Financial
PR)

Ginny Pulbrook
 
                                       cvsg@camarco.co.uk
(mailto:cvsg@camarco.co.uk)

Tilly
Butcher
+44 (0)20 3757 4980 (tel:+442037574980)

Letaba Rimell
 

 

About CVS Group plc (www.cvsukltd.co.uk (http://www.cvsukltd.co.uk) )

CVS Group is a leading provider of veterinary services, operating in the UK
and Australia, listed on the Main Market of the London Stock Exchange.  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 operates over 475 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 9,000 personnel, including 2,500 veterinary surgeons and
3,300 nurses

 

H1 2026 Management Report

Chief Executive Officer Review

 

Introduction

The Board is pleased to report that the Group has delivered further solid
growth in both revenue and adjusted EBITDA through our continued focus on
providing the best veterinary care to as many animals as possible. In the
six-month period to 31 December 2025, Group sales increased 5.8% to £356.9m
(H1 2025: £337.3m) with Group like-for-like sales growth for the same period
of 2.7%.

We are mindful of what has been a prolonged period of weak consumer confidence
and cost inflation in the UK. Notwithstanding these headwinds, the veterinary
market in the UK and Australia remains resilient and the fundamentals of the
two markets are positive. We are pleased that revenue growth has been achieved
across all divisions, and client demand for our most advanced referral care is
strong.

Adjusted EBITDA increased by 3.9% to £67.7m (H1 2025: £65.1m) with an
adjusted EBITDA margin of 19.0%, in line with target adjusted EBITDA margins
of between 19% and 23% (H1 2025: 19.3%). We have a good track record of
managing cost pressures in recent years, and we are pleased to have maintained
margins despite significant increases in the national living wage and national
minimum wage and the additional national insurance costs which will fully
annualise in April 2026.

We continue to invest in our offering, with total capital expenditure of
£17.5m in technology, clinical equipment, practice refurbishments and
relocations; and we are pleased to see some of this reflected in further
improvement in both our client and employee engagement, as measured through
the Group's respective Net Promoter Scores.

Our Australia expansion continues as planned and we completed two acquisitions
of nine practice sites in H1 2026 for consideration of £23.2m, with a further
two acquisitions comprising three sites acquired after the period end with
contracts signed for the acquisition of a further site which will complete in
due course. Total consideration for the two completed acquisitions is £10.8m
(Australian $21.0m).

As ever, our performance would not have been possible without our dedicated
colleagues. I would like to take this opportunity to thank all CVS colleagues,
for their outstanding commitment and dedication and for the care they provide
to our clients and their animals.

CVS has established a meaningful Australia platform and continues to grow
through high-quality bolt-on opportunities with the opportunity for UK
acquisitions in due course

CVS entered the Australian veterinary services market in July 2023 and to date
has grown to 33 practice acquisitions, comprising 55 practice sites, including
one large seven site group in Sydney. The Australian market remains attractive
with relatively low levels of corporate consolidation, stable acquisition
EBITDA multiples, favourable market dynamics and a clinical approach
consistent with the UK. CVS has built its presence across Australia in and
around the major cities of Sydney, Melbourne, Brisbane, Adelaide, Newcastle
and Perth.

The acquisitions made to date are performing well and in line with
expectations. These acquisitions, together with a strong pipeline, provide a
meaningful platform for CVS's operations in Australia. The Group is focused on
acquiring high-quality small animal practices with good facilities and strong
practice management teams. Our newly appointed Australian Managing Director,
who has previous healthcare and Australian Veterinary experience, now leads
the local senior management team, working closely with the practice management
teams to support the growth of their practices and to drive synergies from our
expanding presence in Australia.

The Group has over 900 colleagues, in Australia, including over 280 vets and
over 400 nurses, and supports them in delivering the best care to our
patients.

 

Within the UK, the Group has maintained its position of not pursing new UK
practice acquisitions but as the Competition and Markets Authority (CMA)
Market Investigation approaches its conclusion, the Group is confident it will
have the opportunity to return to acquisitions in the UK, at appropriate
multiples, in due course.

 

Investing in great facilities and equipment to ensure appropriate and
effective working environments

With the CMA Market Investigation approaching its conclusion, the Group has
continued to adopt a disciplined approach to UK investment.

 

In H1 2026, CVS invested £17.5m (H1 2025: £16.8m, continuing operations
£16.3m) in capital expenditure. Of this £6.5m was on practice relocations,
refurbishments and clinical equipment. We remain confident that investing in
our practices delivers returns and our practices that have had investment
typically perform more strongly than those that have not.

 

Client experience

We remain committed to enhancing our client experience and access to our care
with developments in the period including the publication of price lists on
our practice websites, the launch of the new CVS Vets branded website and
commencement of the joint branding of our practices with the CVS Vets brand
alongside our local practice names.

 

We are developing a clear client proposition around the Care, Value and
Service which defines who we are as a Group. Our new joint CVS Vets branding
is now live across over 60 sites, and this facilitates central marketing of
our services for the first time.

 

Client satisfaction remains positive as reflected by an improvement in our
Client Net Promoter Score to 81.2 in H1 2026 (FY 2025: 78.9). This is a
reflection of our investment in client experience and the commitment of our
teams to building trusted, long‑term relationships with our clients.

People: CVS's vision is to be the veterinary company people most want to work
for

CVS remains a people focused business and is pleased to report an improvement
in colleagues' satisfaction, as measured through the Group's Employee Net
Promoter Score, which improved in the period to +10.0 (FY 2025: +3.1).

 

Support, development and progression for CVS colleagues remains a key focus.
Our nurse career framework and the dedicated career pathway for receptionists
are now well established and continue to strengthen the capability and
consistency of our teams who deliver our client experience every day. We have
now seen a number of colleagues take advantage of our secondment programme
from the UK to Australia. Guidance has been introduced to support personal
development discussions with all colleagues, with continued emphasis on
regular check-ins (85.7% of CVS colleagues report that they have these
regularly with their line managers).

 

We recognise that quality local leadership is key to running a successful
practice. We have now established our set of leadership behaviours (I CARE),
which underpin our culture and support all our leaders to continue to reflect
on and grow their leadership skills to even greater effect. We have launched
our new Learning, Empowerment and Development (LEAD) programme to help
support, train and provide our local leaders with the tools they need to
excel, and a new senior leadership coaching and training programme for our
Regional Directors.

 

Clinical quality also remains paramount and our definition of quality of care
is not just about doing what the textbook says but balances all measures of
quality to ensure we provide the right care for each individual client and
animal.  Ensuring consistently high standards of care is central to
attracting and retaining talented clinicians, and we continue to invest in the
people, training and support required to deliver excellent clinical
outcomes. CVS now employs more vets than ever before with an increase in the
average number of vets employed in calendar year 2025 vs 2024 of 1.3% (3.3%
including acquisitions). CVS's market leading Graduate Programme saw over 80
new graduates join the scheme in 2025.

 

Sustainability and ESG

CVS published its fourth Sustainability Report in October 2025 which is
available at https://www.cvsukltd.co.uk/about-us/sustainability/
(https://www.cvsukltd.co.uk/about-us/sustainability/) .  To reflect the
importance of our clients and communities, we evolved our Sustainability Plan
into four pillars under the CVS Care Plan:

1.     Care for our People, focuses on development, wellbeing and EDI

2.     Care for our Clients and their Animals, strengthens client
relationships and trust

3.     Care for our Communities, covers engagement with the wider
veterinary professions, local communities and public health through One Health

4.     Care for our Planet, continues to target energy, carbon and waste
reduction

 

We have engaged a third-party advisor to help us define longer-term targets
and have progressed on a number of projects including:

·      Energy consumption through smart meter roll outs

·      Carbon reduction through improved anaesthetic gas usage

·      Responsible prescribing to support our antimicrobial focus and
reduce parasiticides use

·      Engaging with industry bodies to contribute to the continuous
progress of the veterinary profession

·      Inspiring the next generation of vets and veterinary nurses to
join the profession through engagement in schools

 

Competition and Markets Authority (CMA)

On 15 October 2025, the CMA published the Provisional Decision of its ongoing
Market Investigation, outlining its package of proposed remedies and bringing
additional certainty with the CMA's Final Decision, due in Spring 2026 before
the statutory deadline of 22nd May.

 

The Group is continuing to proactively engage with the CMA on the proposed
remedies, which include transparency measures around practice ownership and
publication of price lists for frequently accessed veterinary services. Whilst
the Group already complies with many of the proposed remedies through internal
governance policies and adherence to the RCVS Practice Standard Scheme (such
as provision of itemised bills and written estimates for veterinary services
and the option of written prescriptions for veterinary medicines), projects
are already well advanced to comply fully with all proposals.

 

Current trading and Outlook

The Group has delivered a positive performance in H1 2026 through disciplined
execution of its strategy and a continued focus on operational efficiencies.
The Board remains mindful of continued headwinds in the UK from cost-of-living
pressures and low levels of consumer confidence. However, the fundamentals of
the sector remain strong and the Board believes that CVS is well positioned to
deliver attractive growth in shareholder value over the medium term.

 

The Board remains confident in the Group's ability to deliver FY2026 results
in line with market consensus(3).

 

CVS has a healthy balance sheet and free cash flows in support of further
investment in acquisitions, practice refurbishments and relocations, clinical
equipment and technology, with funding in place through to February 2028 and
leverage maintained well below 2.0x.

 

The Board would like to acknowledge and thank all members of the CVS team for
their support in providing great care to our clients and their animals and
remain confident in the Group's ability to deliver further growth in the years
ahead.

 

Richard Fairman

Chief Executive Officer

26 February 2026

 

 

Chief Veterinary Officer Review

 

Continuing to promote great clinical care in a contextualised way

The Group recognises that embedding just culture, accountability and
leadership support is key to advancing clinical care. CVS continues to
champion these principles across its operations to ensure clinicians are
empowered to deliver care that meets client needs. CVS recently co-presented a
Vet Ed workshop with the University of Bristol to explore how contextualised
care can be taught during student placements in practice. This landmark event
brought together senior members of the veterinary education profession from
the UK and overseas to agree approaches to teaching contextualised care in
first opinion practice. The workshop highlighted why contextualised care
matters, the environments that best support it, and practical steps to embed
this approach in training. By leading this discussion and partnering with
education providers, CVS is helping shape future veterinary education and
ensure graduates are prepared to deliver care tailored to individual client
needs.

CVS voluntarily adopts the Royal College of Veterinary Surgeons (RCVS)
Practice Standards Scheme (PSS) across its UK operations, adhering to the
highest standards expected of our profession. This voluntary scheme gives the
RCVS the ability to inspect CVS practices and to provide recommendations where
appropriate.

In Australia, the further growth has led to the expansion and strengthening of
CVS Australia's Clinical Advisory Committee (CAC) which ensures that high
standards of clinical governance are maintained and that procurement decisions
are clinically led. The recent appointment of an in-country Veterinary Medical
Director will provide further leadership in the areas of clinical strategy,
Quality Improvement (QI) and clinical projects across the practices. In
addition, a Nursing Advisory Committee (NAC) supports learning, collaboration
and career development for this cohort of colleagues. Regular in-person
regional meetings allow networking, learning, sharing of best-practice and
collaboration between colleagues, with an annual Conference for CVS Australia
colleagues forming the centrepiece of these events.

Driving veterinary innovation through research

Research underpins evidence-based veterinary medicine, and CVS is committed to
turning evidence into improved patient care. Each year, our colleagues
contribute to over 100 peer-reviewed publications and present more than 30
research abstracts at leading conferences, sharing insights that shape the
future of veterinary practice. We also fund external research collaborations
with a recent part-funded research collaboration making the national news by
providing a comprehensive human and feline comparative genetic analysis that
gives insight into feline cancer but also potentially human cancers too.

 

In 2025, antimicrobial stewardship (AMS) remains a key research priority.
Antimicrobial resistance is one of the most urgent global health challenges,
and CVS is leading efforts to promote responsible prescribing and robust
infection control. Our CVS funded PhD project with the University of Liverpool
is focused on reducing the use of Highest Priority Critically Important
Antibiotics (HPCIAs) and promoting diagnostic led prescribing. Alongside this,
a 12-month collaboration with the University of Bristol across more than 50
CVS practices is already showing promising results, reducing antibiotic use
and encouraging behaviour change through CPD training and case-based learning.

 

We are also investing in infection prevention. A large scale trial involving
54 practices explored whether Glo Germ, a simulated germ-training product,
could improve adherence to cleaning protocols and drive cultural change.
Infection prevention scores improved significantly across all groups,
demonstrating how collaborative research can deliver measurable improvements
in standards and team attitudes.

 

Beyond prescribing practices, CVS is shaping the future of veterinary nursing
through a pioneering Nurse Optimisation PhD launched in partnership with the
Royal Veterinary College. This three-year project will explore how evidence
based frameworks can enhance job satisfaction, patient care and workforce
sustainability, helping define the role of veterinary nurses for years to
come.

 

By embedding research into everyday practice and partnering with leading
institutions, CVS is driving continuous improvement and fostering a culture of
learning across our Group. Our research agenda is focused on practical
solutions that benefit patients, clients and the profession.

 

Consultation on the Veterinary Surgeons Act 1966

As announced on 28 January 2026, CVS welcomes the announcement by the
Department for Environment, Food and Rural Affairs (DEFRA) that they will be
commencing a consultation on proposed reforms to the Veterinary Surgeons Act
1966 (VSA).

 

The  Veterinary Profession has been calling for reform of the outdated
Veterinary Surgeons Act for over a decade, something CVS continues to be
supportive of. We are pleased to see the Government take the opportunity of
the CMA investigation to accelerate this process.

Paul Higgs

Chief Veterinary Officer

26 February 2026

 

 

Chief Financial Officer Review

Financial and operational 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.
Definitions and reconciliations are included in the alternative performance
measures (APMs) glossary at the end of this report.

 

Financial highlights

H1 2026 marked a return to organic like-for-like sales growth with additional
growth from acquisitions cementing a positive first half performance. During
the prior year, in May 2025, we made the strategic decision to divest of our
Crematoria division. In light of this, prior year numbers have been
re-presented to reflect the Crematoria results as discontinued operations.

The Group delivered revenue growth of 5.8% to £356.9m (H1 2025: £337.3m),
adjusted EBITDA growth of 3.9% to £67.7m (H1 2025: £65.1m). Profit before
tax decreased 4.4% to £15.2m (H1 2025 £15.9m).

Performance in the first half was underpinned by our continued expansion into
the Australian veterinary services market with a further two practice
acquisitions (comprising nine practice sites) for an initial investment of
£23.2m (H1 2025: £22.9m). A further two practice acquisitions comprising
three sites have completed since the period end, bringing our footprint to 33
practices comprising 55 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 for the period, were 2.7% (H1 2025: -1.1%). We are pleased
that revenue growth has been achieved across all divisions, and client demand
for our most advanced referral care is strong. This growth was achieved
despite continued softer market conditions in the UK and a backdrop of lower
visit numbers in small animal practices.

Group EBITDA margin fell slightly to 19.0% (H1 2025: 19.3%) impacted by
inflationary pressures, most notably from the increase in national living and
national minimum wage costs 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 and is pleased
that these headwinds have been managed and broadly offset through cost
efficiencies and performance in Australia. The Group recognised a further
£7.0m of Research and Expenditure Tax Credit in the period (H1 2025: £7.0m).

The Group has invested £17.5 million in H1 2026 (H1 2025: £16.8m,
continuing operations £16.3 million) in technology, clinical equipment,
practice refurbishment and relocations.

Leverage has increased to 1.41x from 1.18x at FY 2025 (H1 2025: 1.66x) and
remains well within the Group's stated guidance of <2.0x. The increase in
net bank borrowings by £28.8m since FY 2025 to £160.2m (H1 2025: £182.9m,
FY 2025: £131.4m) comes from acquisition investment of £23.3m (H1 2025:
£23.3m, FY 2025: £30.9m) and continued focus on investment in practice
facilities of £17.5m (H1 2025: £16.8m, FY 2025 £22.4m), alongside the £20m
 share buyback announced as part of the move to the Main Market (£12.6m in
the period). Adjusted operating cash conversion remains strong at 75.0%.

The Group financial highlights are as follows:

 

                                                          H1 2026       H1 2025       Change  FY 2025

                                                          (unaudited)   (unaudited)   %       (audited)
 Revenue (£m)                                             356.9         337.3         5.8%    673.2
 Gross profit (£m)                                        157.6         143.7         9.7%    285.7
 Operating profit (£m)                                    22.1          24.9          -11.2%  49.8
 Profit before tax (£m)                                   15.2          15.9          -4.4%   32.6
 Profit from continuing operations (£m)                   8.3           10.3          -19.4%  19.1
 Basic earnings per share from continuing operations (p)  10.9          14.2          -23.2%  26.3

 

Adjusted financial highlights

 

                                   H1 2026       H1 2025       Change   FY 2025

                                   (unaudited)   (unaudited)   %        (audited)
 Like-for-like sales growth (%)    2.7%          -1.1%         3.8ppts  0.2%
 Adjusted EBITDA (£m)              67.7          65.1          3.9%     134.6
 Adjusted profit before tax (£m)   40.3          37.3          8.0%     78.9
 Adjusted earnings per share (p)   40.2          38.0          5.8%     80.1

Revenue

Total revenue increased 5.8% to £356.9m from £337.3m benefitting from
acquisitions made during the current and prior year as well as organic growth
in like-for-like sales of 2.7% (H1 2025: -1.1%).

The Group has seen a modest decrease in Healthy Pet Club scheme memberships in
the period, to 516,000 (FY 2025: 519,000 members, H1 2025: 507,000 members).
This is due to the membership of deceased pets that migrated from legacy
schemes in FY2025 being subsequently cancelled. The underlying HPC membership
remains stable.

 

Gross profit/gross profit margin

Gross profit of £157.6m increased by 9.7% from £143.7m benefitting from an
increase in revenue, with gross profit margin increasing to 44.2% (H1 2025:
42.6%).

Cost of sales excluding clinical staff costs as a percentage of revenue
increased marginally to 21.8% from 21.7%, clinical staff as a percentage of
revenue has decreased to 34.0% from 35.7% as a result of improved operational
efficiencies.

Operating profit

Operating profit decreased 11.2% to £22.1m from £24.9m with an improvement
in gross profit, offset by wage inflation in particular increases in national
living and national minimum wage alongside increased national insurance
contributions, additional IT costs, an increase in depreciation following a
step up in recent years in capex investment, an increase in business
combination costs and an increase in one-off exceptional costs in the year
relating mainly to the CMA market investigation and costs associated with the
move to the Main Market of the London Stock Exchange.

Profit before tax and basic earnings per share

Profit before tax decreased by 4.4% to £15.2m from £15.9m, in line with a
decrease in operating profit. Consequently, basic earnings per share for
continuing operations decreased by 23.2% to 10.9p from 14.2p.

Adjusted EBITDA and adjusted earnings per share (EPS)

Adjusted EBITDA increased 3.9% to £67.7m from £65.1m benefitting from an
increase in revenue underpinned by acquisitions made in the current and prior
period as well as organic growth in like-for-like sales. Adjusted EBITDA
margin fell to 19.0% from 19.3% impacted by inflationary pressures, most
notably from the increase in national living and national minimum wage costs
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 and is pleased that these headwinds have
broadly been offset. The Group recognised a further £7.0m of Research and
Expenditure Tax Credit in the period (H1 2025: £7.0m).

We also invested in marketing, primarily in the online retail division and
continued to invest in our IT infrastructure, cloud-based practice management
system and IT security.

Adjusted EPS increased 5.8% to 40.2p from 38.0p due to an increase in adjusted
EBITDA.

Adjusted EBITDA and adjusted EPS excludes the impact of amortisation of
intangible assets, costs relating to business combinations and exceptional
items.

A reconciliation between adjusted EBITDA and Operating profit is shown below:

 £m                                                             H1 2026       H1 2025       Change  FY 2025

                                                                (unaudited)   (unaudited)   %       (audited)
 Adjusted EBITDA                                                67.7          65.1          3.9%    134.6
 Adjustments for:
 Amortisation, depreciation, impairment and profit on disposal  (33.2)        (31.1)        6.8%    (63.9)
 Costs relating to business combinations                        (8.9)         (7.6)         17.1%   (14.9)
 Exceptional items*                                             (3.5)         (1.5)         133.3%  (6.0)
 Operating profit                                               22.1          24.9          -11.2%  49.8

*     Exceptional items relate to costs incurred in relation with the
Competition and Markets Authority market investigation of £1.6m (H1 2025:
£1.1m), restructuring costs of nil (H1 2025: £0.4m) and costs associated
with the move to the main market of £1.9m (H1 2025: nil).

 

Long-term prospects for the Group continue to be strong, supported by its
great people. Despite the softer consumer environment in the UK currently, the
fundamentals in the sector remain strong with an increasing pet population,
pet life expectancy increasing and continued advancements in the standards of
clinical care.

Taxation

The effective tax rate on profit before tax was 45.4% in the period ended 31
December 2025 (H1 2025: 35.2%) which reflects the mix of tax rates in the
jurisdictions where the Group operates, together with an increase in
non-deductible expenses predominantly in connection with acquisitions.

All of the Group's revenues and the majority of its expenses are subject to
corporate income taxes. The main expenses that are not deductible for tax
purposes and do not benefit from any corresponding tax relief are costs
relating to acquisitions and depreciation on fixed assets that do not qualify
for tax relief.

Divisional highlights

 £m                      H1 2026       H1 2025       Change  FY 2025

                         (unaudited)   (unaudited)   %       (audited)
 Veterinary practices    325.0         308.4         5.4%    616.1
 Laboratories            17.2          15.6          10.3%   31.4
 Online retail business  25.5          23.5          8.5%    45.9
 Central administration  (10.8)        (10.2)        5.9%    (20.2)
 Total Group revenue     356.9         337.3         5.8%    673.2

 

 £m                           H1 2026       H1 2025       Change   FY 2025

                              (unaudited)   (unaudited)   %        (audited)
 Veterinary practices         69.1          65.0          6.3%     133.0
 Laboratories                 5.3           4.5           17.8%    9.0
 Online retail business       -             1.1           -100.0%  1.3
 Central administration       (6.7)         (5.5)         21.8%    (8.7)
 Total Group adjusted EBITDA  67.7          65.1          3.9%     134.6

 

Veterinary practices (88.4%*)

The Group's Companion Animal division forms the majority of its Veterinary
Practices division. The focus of the Companion Animal division is to give the
best possible care to as many animals as possible and this market is
anticipated to grow over time as the COVID cohort of pets age and require more
veterinary intervention. CVS continues to focus on improving the client
journey and experience.

The division also includes Referrals, Equine, Farm, Vet Direct, MiPet Products
and the Group's Healthy Pet Club and Horse Health Programme membership
schemes.

The Group is delighted with the performance of its Australian practices, with
a further two acquisitions in H1 2026, which are both performing in line with
expectations.

Laboratories (4.7%*)

CVS's 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. The Group continues to develop its capability to
ensure it can support the wider Group focus on growing diagnostic care and saw
strong external case volume in H1 2026.

Online retail business (6.9%*)

The Group's online pet food and retailer "Animed Direct" focuses on supplying
pet food and prescription and non-prescription medicine directly to customers.

The new website, launched in February 2025, has bedded in, with improved
functionality added in H1 2026 to include subscription orders and new faster
checkout options through ApplePay and GooglePay. This, coupled with increased
advertising spend, has seen an increase in sales by 8.5%. We expect this
division to generate positive adjusted EBITDA in the second half of FY2026

*     Revenue share for continuing operations before intercompany sales
between practices and other divisions.

 

Cash flow and movement in net debt

                                                                 H1 2026       H1 2025       FY 2025

                                                                 (unaudited)   (unaudited)   (audited)

                                                                 £m            £m            £m
 Adjusted EBITDA                                                 67.7          65.1          134.6
 Working capital movements                                       (3.0)         (5.0)         (3.9)
 Capital expenditure - maintenance                               (5.9)         (5.9)         (10.8)
 Repayment of right-of-use liabilities                           (8.0)         (7.5)         (16.4)
 Adjusted operating cash flow                                    50.8          46.7          103.5
 Adjusted operating cash conversion (%)                          75.0%         71.7%         76.9%
 Taxation paid                                                   (10.1)        (8.3)         (14.7)
 Net interest paid                                               (6.3)         (8.8)         (16.6)
 Free cash flow                                                  34.4          29.6          72.2
 Capital expenditure - investment                                (11.6)        (10.4)        (22.4)
 Business combinations (net of cash acquired)/other investments  (23.3)        (23.3)        (30.6)
 Acquisition fees and contingent consideration costs             (6.3)         (5.5)         (12.9)
 Dividends paid and share buy back                               (18.8)        (5.8)         (5.9)
 Other financing activities                                      (3.4)         (1.4)         (5.9)
 Cash movement in relation to discontinued operations            0.4           1.8           42.7
 Impact of foreign exchange                                      (0.2)         0.1           (0.6)
 Net (outflow)/inflow                                            (28.8)        (14.9)        36.6
 Decrease in unamortised borrowing costs                         (0.4)         (0.4)         (0.9)
 (Decrease)/(increase) in net debt                               (29.2)        (15.3)        35.7

 

The Group's adjusted operating cash flow for continuing operations increased
by 8.8% to £50.8m (H1 2025: £46.7m) due to the increase in adjusted EBITDA
and favourable working capital movements vs the prior period. This has
resulted in an increase in the Group's adjusted operating cash conversion by
3.3ppts to 75.0%. The Group expects to deliver full year adjusted operating
cash conversion of >70%.

Free cash flow increased 16.2% to £34.4m from £29.6m with a decrease in
finance expenses mostly offsetting the increase in taxation paid due to timing
of tax payments in Australia.

Net debt vs FY2025 increased by £29.2m to £158.3m (FY 2025: £129.1m). The
increase was driven primarily by investment in capital expenditure (£11.6m),
acquisitions (£23.3m), alongside the dividend and the share buyback announced
as part of the move to the Main Market (£18.8m), partly offset by robust
operating cashflows.

 

Net debt

                                 H1 2026       H1 2025       FY 2025

                                 (unaudited)   (unaudited)   (audited)

                                 £m            £m            £m
 Borrowings repayable:
 Within one year                 -             -             -
 After more than one year:
   Loan facility                 172.5         194.5         147.5
   Unamortised borrowing costs   (1.9)         (2.8)         (2.3)
 Total borrowings                170.6         191.7         145.2
 Cash and cash equivalents       (12.3)        (11.6)        (16.1)
 Net debt                        158.3         180.1         129.1

 

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 runs 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. The Group has two fixed interest rate swap
arrangements to hedge fluctuations in interest rates on £100.0m of its loan
facility, which ends in February 2028. Interest cover at 31 December 2025 was
12.8x (FY 2025: 9.7x).

The Group continues to have a strong balance sheet coupled with the ability to
generate cash, which enables 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 and capex investment
opportunities, alongside balancing this with shareholder returns. Leverage at
31 December 2025 was 1.41x (FY 2025: 1.18x).

Capital allocation approach

The Board takes a considered approach to capital allocation, actively engaging
with shareholders and reviewing the approach on a regular basis.  Presently,
the Board considers investments in capital expenditure and acquisition to be
appropriate uses of capital to deliver long term accretive growth to
shareholders.  Investments are carefully appraised and in most cases deliver
positive returns on capital employed (ROCE) over the longer term.  Our
approach to capital allocation is underpinned by the following considerations:

 Healthy balance sheet and strong free cash flow

·      Committed facilities of £350m to February 2028

·      Strong free cash flow with operating cash conversion c.70%

 

Investment opportunities and dividends

·      Investment capex opportunities available of c.£30m-£50m pa

·      Acquisitions opportunities available targeting c.£50m pa subject
to timing

·      Progressive dividend policy

 

Disciplined investment approach

·      Leverage maintained at less than 2.0x

·      Disciplined investment approach with investments required to meet
a minimum hurdle rate IRR of greater than 10.0% (above weighted average cost
of capital)

·      Shareholder return of capital considered where appropriate

 

Principle risks and uncertainties

 

The principal risks and uncertainties faced by the Group for the remaining six
months of the financial year remain consistent with those disclosed in the CVS
Group plc 2025 Annual Report. There have been no material changes to the
nature or assessment of these risks since the publication of the Annual
report. The principal risks and uncertainties of the Group are:

 

·      Key employees

·      Geopolitical

·      Competition and consumer demand

·      Adverse publicity and corporate reputation

·      Information technology and cyber

·      Legal and regulatory change

·      Sourcing pharmaceutical supplies

·      Bank facilities

·      Epidemiology and pandemic

·      Sustainability

·      Competition and Markets Authority (CMA)

 

Further detail is provided within the "Risk Management" section on pages 50 to
57 of the CVS Group plc 2025 Annual Report, which does not form part of this
report. The Group has also considered its environmental impact as disclosed in
the "Streamlined Energy and Carbon Reporting" section on pages 40 and 41 of
the CVS Group plc 2025 Annual Report.

 

Dividend

A dividend of 8.5p (November 2024: 8.0p) per share was paid in December 2025
in respect of the financial year ended 30 June 2025. The Board will continue
to review its dividend policy and anticipates the payment of a final dividend
in respect of the current financial year, which will be payable in December
2026. In line with the Group's customary practice, the amount of this dividend
will be dependent on the outcome of the full year results and the growth
capital needs of the business.

 

Robin Alfonso

Chief Financial Officer

26 February 2026

 

 

 

Condensed consolidated income statement for the six-month period ended 31 December 2025 (unaudited)

                                                                            Note   Six months ended 31 December 2025 (Unaudited)   Six months ended 31 December 2024(1) (Unaudited) £m    Year ended 30 June 2025 (Audited) £m

£m

 Continuing operations
 Revenue                                                                           356.9                                           337.3                                                  673.2
 Cost of sales                                                                     (199.3)                                         (193.6)                                                (387.5)
 Gross profit                                                                      157.6                                           143.7                                                  285.7
 Administrative expenses                                                           (135.5)                                         (118.8)                                                (235.9)
 Operating profit                                                                  22.1                                            24.9                                                   49.8
 Finance expense                                                            5      (6.9)                                           (9.0)                                                  (17.2)
 Profit before tax                                                                 15.2                                            15.9                                                   32.6
 Tax expense                                                                8      (6.9)                                           (5.6)                                                  (13.5)
 Profit from continuing operations                                                                                                 10.3                                                   19.1

                                                                                   8.3
 Profit from discontinued operations                                               -                                               1.0                                                    33.9
 Profit for the period                                                             8.3                                             11.3                                                   53.0
 Profit for the period attributable to:
 Owners of the parent                                                              7.8                                             11.2                                                   52.8
 Non-controlling interests                                                         0.5                                             0.1                                                    0.2
                                                                                   8.3                                             11.3                                                   53.0
 Earnings per Ordinary share (EPS) for profit from continuing operations
 attributable to the ordinary equity holders of the Company:
 Basic                                                                      6      10.9p                                           14.2p                                                  26.3p
 Diluted                                                                    6      10.9p                                           14.2p                                                  26.2p
 Earnings per Ordinary share (EPS) for profit attributable to the ordinary
 equity holders of the Company:
 Basic                                                                      6      10.9p                                           15.6p                                                  73.7p
 Diluted                                                                    6      10.9p                                           15.6p                                                  73.6p

(1.) Six months ended 31 December 2024 has been re-presented following the
classification of the Group's former Crematoria operations as discontinued
operations in FY 2025.

 

Reconciliation of alternative performance measures

The Directors believe that adjusted measures, being 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
KPIs. These measures are not defined by IFRS and therefore may not be directly
comparable with other companies' adjusted measures.

Adjusted EBITDA is calculated by reference to profit before tax for continuing
operations, adjusted for net finance expense, depreciation, profit or loss on
disposal of property, plant and equipment, amortisation, costs relating to
business combinations and exceptional items. The following table provides the
calculation of adjusted EBITDA:

 Alternative performance measure: adjusted EBITDA                                Note  Six months ended 31 December 2025 (Unaudited)  Six months ended 31 December 2024(1) (Unaudited)  Year ended 30 June 2025 (Audited) £m

£m
£m
 Profit before tax from continuing operations                                          15.2                                           15.9                                              32.6
 Adjustments for:
      Finance expense                                                            5     6.9                                            9.0                                               17.2
      Amortisation of intangible assets                                          9     12.7                                           12.7                                                26.0
      Depreciation of property, plant and equipment                              10    10.9                                           11.1                                              20.4
      Depreciation of right-of-use assets                                        10    9.0                                            8.5                                               18.1
      Loss/(Profit) on disposal of property, plant and equipment and                   0.6                                            (0.4)                                             1.1
 right-of-use assets
      Depreciation and amortisation attributable to discontinued operations            -                                              (0.8)                                             (1.7)
      Costs relating to business combinations(2)                                       8.9                                            7.6                                               14.9
      Exceptional items(3)                                                             3.5                                            1.5                                               6.0
 Adjusted EBITDA                                                                       67.7                                           65.1                                              134.6
 Adjusted earnings per share (EPS):
 Adjusted EPS                                                                    6     40.2p                                          38.0p                                             80.1p
 Diluted adjusted EPS                                                            6     40.2p                                          38.0p                                             80.1p

(1.) Six months ended 31 December 2024 has been re-presented following the
classification of the Group's former Crematoria operations as discontinued
operations in FY 2025.

(2.) Includes amounts accrued in respect of contingent consideration in
relation to acquisitions in prior years expensed to the income statement and
acquisition fees.

(3.) Exceptional items relate to costs incurred in relation with the
Competition and Markets Authority market investigation of £1.6m (H1 2025:
£1.1m), restructuring costs of nil (H1 2025: £0.4m) and costs associated
with the move to the main market of £1.9m (H1 2025: nil).

Condensed consolidated statement of comprehensive income for the six-month period ended 31 December 2025 (unaudited)
                                                                                                                                                                                                                         Year ended 30 June 2025 (Audited)

                                                                                                                      Six months ended 31 December 2025 (Unaudited)   Six months ended 31 December 2024(1) (Unaudited)   £m

£m

                                                                                                                                                                      £m
 Profit for the period                                                                                                8.3                                             11.3                                               53.0
 Other comprehensive income / (expense) - 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                                             (0.1)                                              (0.1)
 Exchange differences on translation of foreign operations                                                            4.7                                             (5.5)                                              (9.0)
 Other comprehensive income / (expense) for the period, net of tax                                                    4.8                                             (5.6)                                              (9.1)
 Total comprehensive income for the period                                                                            13.1                                            5.7                                                43.9
 Total comprehensive income for the period attributable to:
 Owners of CVS Group plc                                                                                              12.5                                            5.6                                                43.6
 Non-controlling interests                                                                                            0.6                                             0.1                                                0.3
 Total comprehensive income for the period                                                                            13.1                                            5.7                                                43.9
 Total comprehensive income for period attributable to owners of CVS Group plc:
 Continuing operations                                                                                                12.5                                            4.6                                                9.7
 Discontinued operations                                                                                              -                                               1.0                                                33.9
                                                                                                                      12.5                                            5.6                                                43.6
 (1.) Six months ended 31 December 2024 has been re-presented following the
 classification of the Group's former Crematoria operations as discontinued
 operations in FY 2025.

 

Condensed consolidated statement of financial position as at 31 December 2025 (unaudited)
                                       Note  31 December   31 December   30 June 2025

(Audited)
                                              2025          2024
£m

                                             (Unaudited)   (Unaudited)

                                               £m            £m
 Non-current assets
 Intangible assets                     9     366.7         344.9         337.6
 Property, plant and equipment         10    125.9         126.5         124.0
 Right-of-use assets                   10    95.0          99.1          98.4
 Derivative financial instruments            0.9           0.8           0.8
                                             588.5         571.3         560.8
 Current assets
 Inventories                                 31.1          30.3          28.5
 Trade and other receivables                 68.9          60.5          69.4
 Current tax receivable                      16.1          22.5          21.4
 Cash and cash equivalents                   12.3          11.6          16.1
                                             128.4         124.9         135.4
 Total assets                                716.9         696.2         696.2
 Current liabilities
 Trade and other payables              13    (103.9)       (97.5)        (105.0)
 Provisions                                  (0.2)         (0.6)         (0.5)
 Current tax liabilities                     -             (3.7)         (2.6)
 Lease liabilities                     14    (15.8)        (14.0)        (15.2)
                                             (119.9)       (115.8)       (123.3)
 Non-current liabilities
 Trade and other payables                    (0.5)         -             (0.4)
 Borrowings                                  (170.6)       (191.7)       (145.2)
 Lease liabilities                     14    (86.1)        (89.8)        (88.4)
 Deferred tax liabilities                    (39.9)        (37.5)        (37.2)
                                             (297.1)       (319.0)       (271.2)
 Total liabilities                           (417.0)       (434.8)       (394.5)
 Net assets                                  299.9         261.4         301.7
 Shareholders' equity
 Share capital                               0.1           0.1           0.1
 Share premium                               109.1         109.1         109.1
 Capital redemption reserve                  0.6           0.6           0.6
 Cash flow hedge reserve                     0.5           0.4           0.4
 Merger reserve                              (61.4)        (61.4)        (61.4)
 Foreign exchange translation reserve        (4.1)         (5.1)         (8.7)
 Retained earnings                           250.3         217.6         259.7
                                             295.1         261.3         299.8
 Non-controlling interest                    4.8           0.1           1.9
 Total equity                                299.9         261.4         301.7

The interim financial information above is reproduced from that on pages 15 to 41 of the Group's Interim Report which was approved by the Board of Directors on 26 February 2026.

 

Condensed consolidated statement of changes in equity for the six-month period ended 31 December 2025 (unaudited)
                                                                                  Share premium  Capital redemption reserve  Cash flow hedge reserve  Merger reserve  Foreign exchange transaction reserve  Retained earnings  Total   Non- controlling interest     Total equity

                                                                  Share capital
                                                                  £m              £m             £m                          £m                       £m              £m                                    £m                 £m      £m                         £m
 At 1 July 2025                                                   0.1             109.1          0.6                         0.4                      (61.4)          (8.7)                                 259.7              299.8   1.9                        301.7
 Profit for the period                                            -               -              -                           -                        -               -                                     7.8                7.8     0.5                        8.3
 Other comprehensive income and loss
 Cash flow hedges: Fair value gain                                -               -              -                           0.1                      -               -                                     -                  0.1     -                          0.1
 Exchange differences on translation of foreign operations        -               -              -                           -                        -               4.6                                   -                  4.6     0.1                        4.7
 Total other comprehensive income                                 -               -              -                           0.1                      -               4.6                                   -                  4.7     0.1                        4.8
 Total comprehensive income                                       -               -              -                           0.1                      -               4.6                                   7.8                12.5    0.6                        13.1
 Transactions with owners:
 Issue of Ordinary shares                                         -               -              -                           -                        -               -                                     -                  -       -                          -
 Own shares purchased for cancellation                            -               -              -                           -                        -               -                                     (12.6)             (12.6)  -                          (12.6)
 Credit to reserves for share-based payments (note 7)             -               -              -                           -                        -               -                                     1.4                1.4     -                          1.4
 Deferred tax relating to share-based payments                    -               -              -                           -                        -               -                                     0.1                0.1     -                          0.1
 Non-controlling interest on acquisition of subsidiary (note 11)  -               -              -                           -                        -               -                                     -                  -       2.4                        2.4
 Dividends paid (note 17)                                         -               -              -                           -                        -               -                                     (6.1)              (6.1)   (0.1)                      (6.2)
 Transactions with owners                                         -               -              -                           -                        -               -                                     (17.2)             (17.2)  2.3                        (14.9)
 At 31 December 2025                                              0.1             109.1          0.6                         0.5                      (61.4)          (4.1)                                 250.3              295.1   4.8                        299.9

Condensed consolidated statement of changes in equity for the six-month period ended 31 December 2024 (unaudited)
                                                                            Share premium  Capital redemption reserve  Cash flow hedge reserve  Merger reserve  Foreign exchange transaction reserve  Retained earnings  Total  Non- controlling interest     Total equity

                                                            Share capital
                                                            £m              £m             £m                          £m                       £m              £m                                    £m                 £m     £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 period                                      -               -              -                           -                        -               -                                     11.2               11.2   0.1                        11.3
 Other comprehensive income and loss
 Cash flow hedges: Fair value loss                          -               -              -                           (0.1)                    -               -                                     -                  (0.1)  -                          (0.1)
 Exchange differences on translation of foreign operations  -               -              -                           -                        -               (5.5)                                 -                  (5.5)  -                          (5.5)
 Total other comprehensive (loss) / income                  -               -              -                           (0.1)                    -               (5.5)                                 -                  (5.6)  -                          (5.6)
 Total comprehensive (loss) / income                        -               -              -                           (0.1)                    -               (5.5)                                 11.2               5.6    0.1                        5.7
 Transactions with owners:
 Issue of Ordinary shares                                   -               0.1            -                           -                        -               -                                     -                  0.1    -                          0.1
 Credit to reserves for share-based payments (note 7)       -               -              -                           -                        -               -                                     0.9                0.9    -                          0.9
 Deferred tax relating to share-based payments              -               -              -                           -                        -               -                                     -                  -      -                          -
 Dividends paid (note 17)                                   -               -              -                           -                        -               -                                     (5.7)              (5.7)  (0.1)                      (5.8)
 Transactions with owners                                   -               0.1            -                           -                        -               -                                     (4.8)              (4.7)  (0.1)                      (4.8)
 At 31 December 2024                                        0.1             109.1          0.6                         0.4                      (61.4)          (5.1)                                 217.6              261.3  0.1                        261.4

 

 

Condensed consolidated statement of changes in equity for the year ended 30 June 2025 (audited)

 

                                                                            Share premium  Capital redemption reserve  Cash flow hedge reserve  Merger reserve  Foreign exchange transaction reserve  Retained earnings  Total  Non- controlling interest     Total equity

                                                            Share capital
                                                            £m              £m             £m                          £m                       £m              £m                                    £m                 £m     £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 period                                      -               -              -                           -                        -               -                                     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 loss                             -               -              -                           (0.1)                    -               (9.1)                                 -                  (9.2)  0.1                        (9.1)
 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)
 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

Condensed consolidated statement of cash flows for the six-month period ended 31 December 2025 (unaudited)
 Note                                                              Six months ended 31 December 2025  Six months ended 31 December 2024  Year ended 30 June 2025

                                                                   (Unaudited)                        (Unaudited)                        (Audited)

£m
£m
                                                                   £m
 Cash flows from operating activities
 Cash generated from operations                               15   54.9                               55.4                               114.1
 Taxation paid                                                     (10.1)                             (8.3)                              (15.5)
 Interest paid                                                     (6.3)                              (8.8)                              (16.5)
 Net cash generated from operating activities                      38.5                               38.3                               82.1
 Cash flows from investing activities
 Business combinations (net of cash acquired)                 11   (23.3)                             (23.3)                             (30.9)
 Purchase of property, plant and equipment                    10   (12.3)                             (13.6)                             (26.4)
 Proceeds from sale of property, plant and equipment               0.1                                -                                  -
 Purchase of intangible assets                                9    (5.2)                              (3.2)                              (7.8)
 Receipts for financial assets at amortised cost                   -                                  -                                  0.1
 Proceeds from sale of discontinued operation                      0.4                                -                                  42.3
 Net cash used in investing activities                             (40.3)                             (40.1)                             (22.7)
 Cash flows from financing activities
 Dividends paid to Company's shareholders                     17   (6.1)                              (5.7)                              (5.7)
 Dividends paid to non-controlling interests in subsidiaries       (0.1)                              (0.1)                              (0.2)
 Proceeds from issue of Ordinary shares                            -                                  0.1                                0.1
 Own shares purchased for cancellation                             (12.6)                             -                                  -
 Repayment of obligation under right-of-use assets                 (8.0)                              (7.5)                              (16.4)
 Repayment of borrowings                                           (33.0)                             (56.0)                             (117.0)
 Increase of borrowings                                            58.0                               66.0                               80.0
 Net cash used in financing activities                             (1.8)                              (3.2)                              (59.2)
 Effects of exchange rate changes                                  (0.2)                              0.1                                (0.6)
 Net decrease in cash and cash equivalents                         (3.8)                              (4.9)                              (0.4)
 Cash and cash equivalents at the beginning of period              16.1                               16.5                               16.5
 Cash and cash equivalents at end of the period                    12.3                               11.6                               16.1

 

Notes to the interim consolidated financial information
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 and an online pharmacy and
retail business.

 

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 the Main Market of the London Stock Exchange (CVSG). Its company
registration number is 06312831 and registered office is CVS House, Owen Road,
Diss, Norfolk, IP22 4ER.

 

This interim consolidated financial information does not constitute statutory
accounts within the meaning of Section 434 of the Companies Act 2006. The
statutory accounts of CVS Group plc in respect of the year ended 30 June 2025
have been delivered to the Registrar of Companies, upon which the Company's
auditors have given a report which was unqualified and did not contain any
statement under Section 498 of the Companies Act 2006.

 

Forward looking statements

Certain statements in this interim report are forward-looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to have been correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. Save as required by regulation or
law, we undertake no obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.

2.     Basis of preparation

The interim consolidated financial information of CVS Group plc is for the six
months ended 31 December 2025. It is unaudited and has been prepared in
accordance with IAS 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority. The
interim consolidated financial information should be read in conjunction with
the annual financial statements for the year ended 30 June 2025, which have
been prepared in accordance with international accounting standards and in
conformity with the requirements of the Companies Act 2006.

 

The interim financial statements have been prepared on a going concern basis.
In adopting the going concern basis, the Board of Directors have considered
the current financial position of the Group, its strategy, the market outlook,
and its principal risks. The Directors have also considered the Group's
current cash position and its available facilities, including the Group's Term
loan and Revolving Credit Facility (RCF), both committed until February 2028.
Furthermore, cash flow forecasts have demonstrated that covenants will
continue to be comfortably met even in downside scenarios. In addition,
reverse stress testing has been applied to the model to determine the decline
in sales that the Group could absorb before exhausting the Group's total
liquidity or breaching banking covenants. Such a scenario, and the sequence of
events which could lead to it, is considered to be extremely remote. As a
result, the Board expects the Group to have adequate resources to continue in
operation, meet its liabilities as they fall due, retain sufficient available
liquidity and not breach the covenant under the loan facilities for the
foreseeable future, being a period of at least 12 months from the approval of
the financial statements. Following this review, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future and they continue to adopt
the going concern basis of accounting in preparing these interim financial
statements.

3.     Summary of significant accounting policies

The accounting policies adopted are consistent with those set out on pages 115
to 124 of the consolidated financial statements of CVS Group plc for the year
ended 30 June 2025 (which are available upon request from the Company's
registered office or on the Company's website).

 

The policy for recognising and measuring taxation in the interim period is
described in note 8.

 

4.     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.
Unallocated items comprise mainly interest-bearing borrowings and associated
costs, tax-related assets and liabilities, costs relating to business
combinations, and support function salary and premises costs.

 

Revenue comprises £252.7m of fees and £104.2m of goods (31 December 2024(1):
£238.0m and £99.3m respectively).

 

(1.) Six months ended 31 December 2024 has been re-presented following the
classification of the Group's former Crematoria operations as discontinued
operations in FY 2025.

 

Operating segments

The Group has three operating segments: Veterinary Practices, Laboratories and
an Online Retail Business with 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.

 

Geographical segments

The business operates predominantly in the UK. As at 31 December 2025, it has
52 veterinary practice sites in Australia. 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 Australia or trade with clients in
Europe and the rest of the world are reported separately for management
reporting purposes.

 

                                                                                  Veterinary Practices      Laboratories      Online Retail Business  Central Administration  Group        Discontinued operations

 Six-months ended                                                                 £m                        £m                £m                       £m                      £m          £m

 31 December 2025
 Revenue                                                                          325.0                     17.2              25.5                    (10.8)                  356.9        -
 Adjusted EBITDA                                                                  69.1                      5.3               -                       (6.7)                   67.7         -
 Profit/(loss) before tax                                                         28.6                      4.6               (0.7)                   (17.3)                  15.2         -
 Total assets                                                                     610.6                     63.5              20.9                    21.9                    716.9        -
 Total liabilities                                                                (185.9)                   (2.7)             (17.2)                  (211.2)                 (417.0)      -
 Reconciliation of adjusted EBITDA
 Profit/(loss) before tax                                                         28.6                      4.6               (0.7)                   (17.3)                  15.2         -
 Finance expense (note 5)                                                         2.4                       (0.1)             -                       4.6                     6.9          -
 Amortisation of intangible assets (note 9)                                       11.6                      -                 0.7                     0.4                     12.7         -
 Depreciation of property, plant and equipment (note 10)                          10.0                      0.7               -                       0.2                     10.9         -
 Depreciation of right-of-use assets (note 10)                                    8.7                       0.1               -                       0.2                     9.0          -
 Loss on disposal of property, plant and equipment and right-of-use assets        0.6                       -                 -                       -                       0.6          -
 Costs relating to business combinations                                          6.8                       -                 -                       2.1                     8.9          -
 Exceptional items                                                                0.4                       -                 -                       3.1                     3.5          -
 Adjusted EBITDA                                                                  69.1                      5.3               -                       (6.7)                   67.7         -

 

                                                                                                                   Laboratories         Online Retail Business  Central Administration      Group        Discontinued operations

 Six-months ended                                                                    Veterinary Practices          £m                   £m                         £m                        £m          £m

 31 December 2024(1)                                                                 £m
 Revenue                                                                             308.4                         15.6                 23.5                    (10.2)                      337.3        4.5
 Adjusted EBITDA                                                                     65.0                          4.5                  1.1                     (5.5)                       65.1         2.3
 Profit/(loss) before tax                                                            26.6                          3.9                  1.1                     (15.7)                      15.9         1.5
 Total assets                                                                        547.3                         56.4                 24.6                    36.6                        664.9        31.3
 Total liabilities                                                                   (177.7)                       (3.0)                (18.6)                  (233.1)                     (432.4)      (2.4)
 Reconciliation of adjusted EBITDA
 Profit/(loss) before tax                                                            26.6                          3.9                  1.1                     (15.7)                      15.9         1.5
 Finance expense (note 5)                                                            2.4                           -                    -                       6.6                         9.0          -
 Amortisation of intangible assets (note 9)                                          12.3                          -                    -                       -                           12.3         0.4
 Depreciation of property, plant and equipment (note 10)                             9.9                           0.6                  -                       0.2                         10.7         0.4
 Depreciation of right-of-use assets (note 10)                                       8.2                           -                    -                       0.3                         8.5          -
 Profit on disposal of property, plant and equipment and right-of-use assets         (0.4)                         -                    -                       -                           (0.4)        -
 Costs relating to business combinations                                             5.9                           -                    -                       1.7                         7.6          -
 Exceptional items                                                                   0.1                           -                    -                       1.4                         1.5          -
 Adjusted EBITDA                                                                     65.0                          4.5                  1.1                     (5.5)                       65.1         2.3

(1.) Six months ended 31 December 2024 has been re-presented following the
classification of the Group's former Crematoria operations as a discontinued
operation in FY 2025.

 

                                                                                                     Laboratories  Online Retail Business  Central Administration  Group           Discontinued operations

                                                                              Veterinary Practices   £m            £m                         £m                    £m             £m

 Year ended 30 June 2025                                                      £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 (note 5)                                                     4.7                    -             (0.1)                   12.6                    17.2            -
 Amortisation of intangible assets (note 9)                                   24.6                   0.1           0.7                     -                       25.4            0.6
 Depreciation of property, plant and equipment (note 10)                      17.9                   1.2           -                       0.5                     19.6            0.8
 Depreciation of right-of-use assets (note 10)                                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

5.     Finance expense
                                                   Six months ended 31 December 2025  Six months ended 31 December 2024  Year ended

                                                   (Unaudited)                        (Unaudited)                        30 June

                                                   £m                                 £m                                  2025

(Audited)

                                                                                                                          £m
 Interest expense on bank loans and overdraft      4.0                                6.1                                11.2
 Interest expense on lease liabilities             2.5                                2.5                                5.1
 Amortisation of debt arrangement fees             0.4                                0.4                                0.9
 Net finance expense                               6.9                                9.0                                17.2

 
6.     Earnings per Ordinary share
(a)   Reconciliation of earnings

 

                                                                                Six months ended 31 December 2025  Six months ended 31 December 2024(1)  Year ended

                                                                                (Unaudited)                        (Unaudited)                           30 June

                                                                                £m                                 £m                                     2025

(Audited)

                                                                                                                                                         £m
 Profit from continuing operations                                              8.3                                10.3                                  19.1
 Less: Profit attributable to non-controlling interest                          (0.5)                              (0.1)                                 (0.2)
 Profit for the year from continuing operations attributable to equity holders  7.8                                                                      18.9
 of the Company

                                                                                                                   10.2

 Profit for the year from discontinued operations attributable to equity                                           1.0                                   33.9
 holders of the Company

                                                                                -
 Profit for the year attributable to the equity holders of the Company          7.8                                11.2                                  52.8

(b)   Basic
Basic earnings per share is calculated by dividing the profit after taxation by the weighted average number of shares in issue during the period.

 

                                                                                                                                                                  Six months ended 31 December 2025  Six months ended 31 December 2024(1)  Year ended

                                                                                                                                                                  (Unaudited)                        (Unaudited)                           30 June

                                                                                                                                                                                                                                            2025

(Audited)

 Weighted average number of Ordinary shares in issue                                                                                                              71,626,387                         71,739,444                            71,739,444
 Basic earnings per share from continuing operations                                                                                                              10.9                               14.2                                  26.3

 attributable to equity holders of the Company (pence)
 Basic earnings per share from discontinued operations                                                                                                            -                                  1.4                                   47.4

 attributable to equity holders of the Company (pence)
 Total basic earnings per share attributable to the ordinary equity holders of                                                                                    10.9                               15.6                                  73.7
 the Company (pence)

 

(c)   Diluted

Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary shares outstanding to assume conversion of all dilutive
potential Ordinary shares. The Company has potentially dilutive Ordinary
shares, being the contingently issuable shares under the Group's Long-Term
Incentive Plan (LTIP) schemes and Save-As-You-Earn (SAYE) schemes. For share
options, a calculation is undertaken to determine the number of shares that
could have been acquired at fair value (determined as the average annual
market share price of the Company's shares) based on the monetary value of the
subscription rights attached to outstanding share options. The number of
shares calculated as above is compared with the number of shares that would
have been issued assuming the exercise of the share options.

 

 

                                                                               Six months ended 31 December 2025  Six months ended 31 December 2024(1)  Year ended

                                                                               (Unaudited)                        (Unaudited)                           30 June

                                                                                                                                                         2025

(Audited)
 Weighted average number of Ordinary shares in issue                           71,626,387                         71,739,444                            71,739,444
 Adjustment for contingently issuable shares - LTIP schemes                    -                                  -                                     -
 Adjustment for contingently issuable shares - SAYE schemes                    36,606                             1,326                                 9,187
 Weighted average number of Ordinary shares for diluted earnings per share     71,662,993                         71,740,770                            71,748,631
 Diluted earnings per share from continuing operations                         10.9                               14.2                                  26.2

 attributable to equity holders of the Company (pence)
 Diluted earnings per share from discontinued operations                       -                                  1.4                                   47.4

 attributable to equity holders of the Company (pence)
 Total diluted earnings per share attributable to the ordinary equity holders  10.9                               15.6                                  73.6
 of the Company (pence)

 

(d)   Alternative performance measure: adjusted earnings per share
                                                                            Six months ended 31 December 2025  Six months ended 31 December 2024(1)  Year ended

                                                                            (Unaudited)                        (Unaudited)                           30 June

                                                                            £m                                 £m                                    2025

(Audited)

                                                                                                                                                     £m
 Profit before tax from continuing operations                               15.2                               15.9                                  32.6
 Adjustments for:
 Amortisation of intangible assets                                          12.7                               12.7                                  26.0
 Amortisation of intangible assets attributable to discontinued operations  -                                  (0.4)                                 (0.6)
 Costs relating to business combinations                                    8.9                                7.6                                   14.9
 Exceptional items                                                          3.5                                1.5                                   6.0
 Adjusted profit before tax                                                 40.3                               37.3                                  78.9
 Tax expense amended for the above adjustments                              (11.0)                             (9.9)                                 (21.2)
 Adjusted profit after tax                                                  29.3                               27.4                                  57.7
 Less: Adjusted profit after tax attributable to non-controlling interest   (0.5)                              (0.1)                                 (0.2)
 Adjusted profit after tax attributable to the parent                       28.8                               27.3                                  57.5
 Weighted average number of Ordinary shares in issue                        71,626,387                         71,739,444                            71,739,444
 Weighted average number of Ordinary shares for diluted earnings per share  71,662,993                         71,740,770                            71,748,631
 Adjusted earnings per share (pence)                                        40.2                               38.0                                  80.1
 Diluted adjusted earnings per share (pence)                                40.2                               38.0                                  80.1

(1.) Six months ended 31 December 2024 has been re-presented following the
classification of the Group's former Crematoria operations as discontinued
operation in FY 2025.

7.     Share-based payments

Long-Term Incentive Plans

The Group operates incentive schemes for certain senior executives and others,
the CVS Group Long-Term Incentive Plan (LTIP).

 

Under the LTIP schemes, awards are made at an effective nil cost. Schemes vest
over a three-year performance period conditional upon the Group's adjusted
earnings per share growth and Total Shareholder Return (TSR). The LTIP scheme
arrangements are a mixture of equity-settled and cash-settled. Cash-settled
LTIP schemes are linked to a number of shares, the value of which is settled
in cash upon exercise.

 

The following LTIP schemes were issued in the period for the six months ended
31 December 2025:

 

                            LTIP 19         LTIP 19(b)    LTIP 19(c)       LTIP 19 (d)
 Issue date                 31 July 2025    31 July 2025  14 October 2025  14 October 2025
 Option life                3 years         3 years       3 years          3 years
 Number of shares           276,364         1,209         10,932           3,644
 Share price at grant date  £12.26          £12.26        £13.90           £13.90
 Exercise price             0.2p            0.2p          0.2p             0.2p
 Settlement                 Equity-settled  Cash-settled  Equity-settled   Cash-settled

 

During the six months to 31 December 2025, Directors and employees exercised
nil share options (31 December 2024: nil).

 

Options are valued using the Monte-Carlo option pricing model and
Black-Scholes option pricing models. The share-based payment charge for the
period in respect of the options issued under the LTIP schemes amounted to
£0.5m (31 December 2024: £0.2m), which has been charged to administrative
expenses. National Insurance contributions amounting to £0.2m (31 December
2024: £nil) have been accrued in respect of the LTIP scheme transactions and
are treated as cash-settled transactions.

 

Save As You Earn (SAYE)

The Group operates an incentive scheme for all employees, the CVS Group SAYE
plan, an HM Revenue & Customs-approved scheme. Under the new SAYE18
scheme, awards were made at a 10.0% discount (SAYE17 was made at a 10.0%
discount, and SAYE16, SAYE15 and SAYE14 were made at a 20.0% discount) of the
closing mid-market price on date of invitation, vesting over a three-year
period. There are no performance conditions attached to the SAYE schemes.

 

SAYE18 was opened for subscription in November 2025 with 370,637 options
granted and a contract start date of 1 January 2026. The exercise price was
£11.36, a 10.0% discount to the closing mid-market price on the date of
invitation.

 

Options were valued using the Black-Scholes option pricing model and the
share-based payment charge for the period in respect of the options issued
under the SAYE schemes amounted to £0.9m (31 December 2024: £0.7m), which
has been charged to administrative expenses.

8.     Tax expense

For the UK jurisdiction, tax expense is recognised based on management's
estimate of the weighted average annual effective tax rate expected for the
full financial year, adjusted for the tax impact of any discrete items arising
in the period. For the Australian jurisdiction, the tax expense has been
recognised based on best estimate of the actual tax expense for the period, as
a meaningful weighted average annual effective tax rate cannot be determined.
Although the Australian business is profitable at an EBITDA level, it reports
an accounting loss for the period due to the impact of contingent
consideration charges and amortisation of acquired intangible assets. As a
result, the relationship between taxable profits and accounting results does
not produce a representative annual effective tax rate.

 

The reported effective tax rate on profit before tax was 45.4% in the period
ended 31 December 2025 (H1 2025: 35.2%). The reported effective tax rate has
increased from previous periods by 10.2ppts. This is predominantly due to
increase in non-deductible expenses predominantly in connection with
acquisitions.

 

The adjusted reported effective tax rate on adjusted profit before tax for the
six months ended 31 December 2025 was 27.3% (H1 2025: 26.5%). The reported
effective tax rate has increased from previous periods by 0.8ppts. This is
predominantly due to increase profits in Australia, which are subject to a
higher rate of corporate income tax of 30%.

 

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 continues to apply 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.

9.     Intangible assets, tangible and right-of-use assets
                                                               Goodwill  Patient data records  Computer software and websites  Total

                                                               £m        £m                    £m                              £m
 Six months ended 31 December 2025
 Opening net book value at 1 July 2025                         231.7     93.1                  12.8                            337.6
 Foreign currency translation                                  3.0       2.4                   -                               5.4
 Additions                                                     -         -                     5.2                             5.2
 Additions arising through business combinations (note 11)     15.0      16.2                  -                               31.2
 Fair value adjustments in respect of prior periods (note 11)  0.1       (0.1)                 -                               -
 Disposals                                                     -         -                     -                               -
 Amortisation and depreciation                                 -         (11.2)                (1.5)                           (12.7)
 Closing net book value at 31 December 2025                    249.8     100.4                 16.5                            366.7
 Six months ended 31 December 2024
 Opening net book value at 1 July 2024                         221.7     105.9                 7.3                             334.9
 Foreign currency translation                                  (6.1)     (0.4)                 -                               (6.5)
 Additions                                                     -         -                     3.2                             3.2
 Additions arising through business combinations               13.4      12.8                  -                               26.2
 Fair value adjustments in respect of prior periods            (0.2)     -                     -                               (0.2)
 Disposals                                                               -                     -                               -
 Amortisation and depreciation                                 -         (12.0)                (0.7)                           (12.7)
 Closing net book value at 31 December 2024                    228.8     106.3                 9.8                             344.9

 
10.  Tangible and right-of-use assets
                                                            Property, plant and equipment  Right-of-use assets

                                                            £m                             £m
 Six months ended 31 December 2025
 Opening net book value at 1 July 2025                      124.0                          98.4
 Foreign currency translation                               0.3                            0.2
 Additions                                                  12.3                           2.1
 Remeasurement of lease term                                -                              3.3
 Additions arising through business combinations (note 11)  0.3                            1.8
 Disposals                                                  (0.1)                          (1.8)
 Amortisation and depreciation                              (10.9)                         (9.0)
 Closing net book value at 31 December 2025                 125.9                          95.0
 Six months ended 31 December 2024
 Opening net book value at 1 July 2024                      123.0                          102.6
 Foreign currency translation                               (0.1)                          (0.3)
 Additions                                                  13.6                           1.6
 Remeasurement of lease term                                -                              3.3
 Additions arising through business combinations            1.1                            1.1
 Fair value adjustments in respect of prior periods         -                              -
 Disposals                                                  -                              (0.7)
 Amortisation and depreciation                              (11.1)                         (8.5)
 Closing net book value at 31 December 2024                 126.5                          99.1

 

11.   Business Combinations

Details of business combinations in the six months ended 31 December 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
 Toorak Rd Vet Clinic & Caulfield Veterinary Hospital                             Trade and asset           02 July 2025         Australia
 Sydney Animal Hospital incorporating: Avalon Vet Pty Ltd, Sydney Animal          75%                       01 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
 Sydney Animal Hospital incorporating: Baulkham Hill Pty Ltd                      75%                       07 October 2025      Australia

 

The table below summarises the total assets acquired through business
combinations in the six months ended 31 December 2025:

                                         Note  Book value of

                                               acquired          Fair value

                                               assets            adjustments   Fair value

                                               £m                £m            £m
 Property, plant and equipment           10    0.3               -             0.3
 Patient data records                    9     -                 16.2          16.2
 Right-of-use assets                     10    1.8               -             1.8
 Deferred tax liability                        0.1               (4.9)         (4.8)
 Inventories                                   0.3               -             0.3
 Trade and other receivables                   0.1               -             0.1
 Cash                                          0.1               -             0.1
 Trade and other payables                      (1.7)             -             (1.7)
 Right-of-use liabilities                      (1.8)             -             (1.8)
 Total identifiable assets                     (0.8)             11.3          10.5
 Less: non-controlling interests                                               (2.3)
 Add: Goodwill                           9                                     15.0
 Total purchase consideration                                                  23.2

 Purchase consideration - cash outflow

 

                                                             31 December 2025  31 December 2024  30 June

                                                             (Unaudited)       (Unaudited)       2025

(Audited)
                                                             £m                £m

                                                                                                 £m
 Total Purchase consideration                                23.2              23.2              29.5
 Less:
 Deferred consideration receivable/(payable)                 0.1               (0.3)             (0.1)
 Cash acquired                                               (0.1)             -                 (0.2)
 Cash outflow for in-year acquisitions                       23.2               22.9             29.2
 Add:
 Deferred consideration paid on prior period acquisitions    0.1               0.4               1.4
 Contingent consideration paid on prior period acquisitions  -                 -                 0.3
 Net outflow of cash- investing activities                   23.3              23.3              30.9

 

The total consideration of £23.3m, net of the cash acquired, 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. The business combination figures included
in the table above are based draft completion accounts and will be updated
following agreement of final completion accounts which will be within the
twelve month measurement period.

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 cost synergies
arising from shared support functions and 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.

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.

Revenue and profit contribution

If the acquisitions made in the period had been owned for the full half period
it is estimated that revenue would have been £8.4m and adjusted EBITDA £2.7m
for the acquired businesses.

Post-acquisition revenue and post-acquisition adjusted EBITDA were £5.7m and
£1.8m respectively. The post-acquisition period is from the date of
acquisition to 31 December 2025. Post-acquisition EBITDA represents the direct
operating result of practices from the date of acquisition to 31 December 2025
prior to the allocation of central overheads, on the basis that it is not
practicable to allocate these.

Acquisition-related costs

Acquisition costs of £2.1m (31 December 2024: £1.7m) are included within
cost relating to business combinations in note 4 of the financial statements.

Contingent consideration, expensed to the income statement, of £6.8m (31
December 2024: £5.9m) are included cost relating to business combinations in
note 4 of the financial statements.

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 accrued for under IAS 19 Employee
Benefits and is expensed to the income statement for a period of up to five
years subject to meeting fixed profitability and employment targets. In the
period £4.2m (H1 2025: £3.8m) was paid for contingent consideration relating
to prior period acquisitions which is shown within cash generated from
operations. For acquisitions  made in the current year, if targets are met,
an aggregated £1.7m of contingent consideration would be payable on the first
anniversary of the acquisitions, an aggregated £1.7m would be payable on the
second anniversary of the acquisitions, an aggregated £2.3m would be payable
on the third anniversary of the acquisitions, an aggregated £2.1m would be
payable on the forth anniversary of the acquisitions and an aggregated £0.4m
would be payable on the fifth anniversary of the acquisitions.

Business combinations in previous years

Details of business combinations in the comparative period are presented in
the consolidated financial statements for the full year ended 30 June 2025
compared to the figures above which are presented for the 6 month period to 31
December 2025. Adjustments to the provisional amounts during the measurement
period has result in additional Non-controlling interest of £0.1m, additional
patient data records of £0.1m and a reduction in goodwill of £0.1m.

During the period to 31 December 2025 £0.1m (31 December 2024: £0.4m) was
paid to settle deferred consideration payable from the prior year and no
payments were made to settle contingent consideration payments (31 December
2024: £nil). These payments were accounted for under IFRS 3 Business
Combinations.

Business combinations subsequent to period end date

Details of business combinations made subsequent to the 31 December 2025 are
set out below. The reason for the acquisitions is 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
 Highview Vets Pty Ltd t/a Austinmer Veterinary Hospital & Helensburgh      100%                      19 January 2026      Australia
 Veterinary Clinic
 PPAH Vets Pty Ltd t/a Port Phillip  Animal Hospital                        100%                      24 February  2026    Australia

 

The table below summarises the provisional total assets acquired through
business combinations subsequent to the year end:

                                Book value of

                                acquired       Fair value    Fair value

                                assets         adjustments   £m

                                £m             £m
 Property, plant and equipment  1.4            -             1.4
 Patient data records           -              4.1           4.1
 Right-of-use assets            0.7            -             0.7
 Deferred tax liability         0.1            (1.2)         (1.1)
 Inventories                    0.1            -             0.1
 Trade and other payables       (0.9)          -             (0.9)
 Right-of-use liabilities       (0.7)          -             (0.7)
 Total identifiable assets      0.7            2.9           3.6
 Add: Goodwill                                               7.2
 Total purchase consideration                                10.8

 

 

12.  Financial instruments

 

Six months ended 31 December 2025 (Unaudited)

                                   FVTPL(1)      Amortised cost  Total

                                   £m            £m              £m
 Financial assets
 Trade and other receivables(2)    -             58.8            58.8
 Cash and cash equivalents         -             12.3            12.3
 Derivative financial instruments  0.9           -               0.9
 Total financial assets            0.9           71.1            72.0

 Financial liabilities
 Borrowings                        -             (170.6)         (170.6)
 Trade and other payables(3)       (0.4)         (63.5)          (63.9)
 Lease liabilities                 -             (101.9)         (101.9)
 Total financial liabilities       (0.4)         (336.0)         (336.4)

 

Six months ended 31 December 2024 (Unaudited)

 

                                   FVTPL(1)      Amortised cost  Total

                                   £m            £m              £m
 Financial assets
 Trade and other receivables(2)    -             51.4            51.4
 Cash and cash equivalents         -             11.6            11.6
 Derivative financial instruments  0.8           -               0.8
 Total financial assets            0.8           63.0            63.8

 Financial liabilities
 Borrowings                        -             (191.7)         (191.7)
 Trade and other payables(3)       (0.4)         (59.5)          (59.9)
 Lease liabilities                 -             (103.8)         (103.8)
 Total financial liabilities       (0.4)         (355.0)         (355.4)

 

Year ended  30 June 2025 (Audited)

                                   FVTPL(1)      Amortised cost  Total

                                   £m            £m              £m
 Financial assets
 Trade and other receivables(2)    -             56.0            56.0
 Cash and cash equivalents         -             16.1            16.1
 Derivative financial instruments  0.8           -               0.8
 Total financial assets            0.8           72.1            72.9

 Financial liabilities
 Borrowings                        -             (145.2)         (145.2)
 Trade and other payables(3)       (0.4)         (66.2)          (66.6)
 Lease liabilities                 -             (103.6)         (103.6)
 Total financial liabilities       (0.4)         (315.0)         (315.4)

(1)  FVTPL  comprises derivatives designated in hedge relationships (level
1) and contingent consideration liabilities (level 3).

(2)  Trade and other receivables exclude non-financial assets e.g.
prepayments.

(3) Trade and other payables exclude deferred income, social security and
other taxes and employee benefit obligations.

 

13.  Trade and other payables
                                             31 December 2025  31 December 2024(3)  30 June

                                             (Unaudited)       (Unaudited)          2025

(Audited)
                                             £m                £m

                                                                                    £m
 Current
 Trade payables                              38.6              41.9                 49.3
 Social security and other taxes             22.7              22.8                 23.7
 Employee benefit obligations(1)             15.2              12.8                 13.5
 Deferred income(2)                          2.1               2.0                  1.6
 Accruals                                    25.3              18.0                 16.9
 Total current trade and other payables      103.9             97.5                 105.0
 Non-current
 Employee benefit obligations(1)             0.5               -                    0.4

 Total non-current trade and other payables  0.5               -                    0.4
 Total trade and other payables              104.4             97.5                 105.4

(1) Employee benefit obligations relate to leave obligations, expected bonus
payments and contingent consideration, accounted for under IAS19.

(2) Deferred income relates to the contract liability relating to the Healthy
Pet Club (HPC) contract.

(3) The 31 December 2024 comparatives has been restated to classify balances
accounted for under IAS 19 Employee benefits.

14.  Lease liabilities
                                                          31 December 2025  31 December 2024  30 June

                                                          (Unaudited)       (Unaudited)       2025

(Audited)
                                                          £m                £m

                                                                                              £m
 Current                                                  15.8              14.0              15.2
 Non-current                                              86.1              89.8              88.4
 Total discounted lease liabilities                       101.9             103.8             103.6
 Maturity analysis - contractual undiscounted cash flows
 Less than one year                                       20.5              18.9              19.9
 Between one and five years                               63.5              62.2              65.2
 More than five years                                     39.7              43.0              41.6
 Total                                                    123.7             124.1             126.7

 

15.  Cash flow generated from operations
                                                                                 Six months ended 31 December  Six months ended 31 December  Year ended 30 June

                                                                                 2025                          2024 (Unaudited)              2025

(Audited)
                                                                                 (Unaudited)                    £m

                                                           £m
                                                                                 £m
 Profit for the period                                                           8.3                           11.3                          53.0

 Tax expense                                                                     6.9                           6.1                           13.3
 Finance expense                                                                 6.9                           9.0                           17.2
 Profit on the sale of discontinued operation                                    -                             -                             (33.5)
 Amortisation of intangible assets                                               12.7                          12.7                          26.0
 Depreciation of property, plant and equipment                                   10.9                          11.1                          20.4
 Depreciation and impairment of right-of-use assets                              9.0                           8.5                           18.1
 (Profit)/loss on sale of property, plant and equipment and right-of-use assets  0.6                           (0.4)                         1.1
 (Increase)/decrease in inventories                                              (2.3)                         1.5                           2.9
 Decrease/(increase) in trade and other receivables(1)                           4.2                           0.2                           (9.9)
 (Decrease)/increase in trade and other payables                                 (3.6)                         (5.2)                         4.7
 Decrease in provisions                                                          (0.3)                         (0.3)                         (0.4)
 Share option expense                                                            1.6                           0.9                           1.2
 Total net cash flow generated from operations                                   54.9                          55.4                          114.1

1. The movement in trade and other receivables includes decrease in Research
and Development Expenditure Tax Credit receivable of £3.4m (H1 2025: increase
£7.3m, FY 2025: increase £7.4m) where the balance sits in corporation tax
receivable.

16.  Analysis of movement in liabilities from financing activities
                                              At 1 July        2025             Financing cash flows           New leases  Liabilities on disposed leases  Non-cash movement £m   At 31 December 2025

                                              £m                            £m                                  £m         £m                                                     £m
 Lease liabilities                            (103.6)                       10.5                               (7.2)       1.1                             (2.7)                  (101.9)
 Bank loans                                   (145.2)                       (25.0)                             -           -                               (0.4)                  (170.6)
 Total liabilities from financing activities  (248.8)                       (14.5)                             (7.2)       1.1                             (3.1)                  (272.5)

 

                                              At 1 July      Financing cash flows           New leases £m   Liabilities on disposed leases  Non-cash movement £m   At 31 December 2024

                                              2024       £m                                                 £m                                                     £m

                                              £m
 Lease liabilities                            (106.5)    10.0                               (6.0)           1.2                             (2.5)                  (103.8)
 Bank loans                                   (181.3)    (10.0)                             -               -                               (0.4)                  (191.7)
 Total liabilities from financing activities  (287.8)    -                                  (6.0)           1.2                             (2.9)                  (295.5)

Non-cash movements on right-of-use lease liabilities mainly comprise interest.
Non-cash movements on borrowings and bank loans mainly include amortisation of
issue costs on bank loans and bank debt acquired.

17.  Share capital and Dividends

Share capital

During the period to 31 December 2025, CVS repurchased and cancelled 1,034,064
ordinary shares at an average price of £12.21 for a total consideration of
£12.6m, reducing total shares outstanding to 70,706,719.

Dividends

The dividends paid in December 2025, representing the final dividend payable
for the year ended 30 June 2025, amounted to £6.1m (8.5 pence per share) (31
December 2024: £5.7m (8.0 pence per share)).

18.  Events after the reporting period

Since the period end, the Group has completed two small animal veterinary
practice acquisitions in Australia and has exchanged contracts for a further
practice, with completion expected in due course. Total consideration for the
two completed acquisitions is £10.8m (Australian $21.0m). These acquisitions
are aligned with the Group's strategic goals.

In January 2026, CVS repurchased and cancelled 550,626 ordinary shares at an
average price of £13.39 for a total consideration of £7.4m. Total shares
outstanding to 70,156,093.

On 27(th) January 2026, the Department for Environment, Food and Rural Affairs
(DEFRA) announced it will commence an eight‑week consultation on proposed
reforms to the Veterinary Surgeons Act 1966. CVS Group plc has welcomed the
consultation and intends to participate in the process.

On 29(th) January 2026, CVS Group plc transferred its listing from AIM to the
Main Market of the London Stock Exchange.

19.  Related party transactions

 

Company

During the year, the Company had the following transactions with CVS (UK)
Limited, the Group's immediate subsidiary:

 

                                                                             31 December 2025  31 December 2024  30 June

                                                                             (Unaudited)       (Unaudited)       2025

(Audited)
                                                                             £m                £m

                                                                                                                 £m
 Recharge of expenses incurred by CVS (UK) Limited on behalf of the Company  (2.6)             (0.8)             (1.3)
 Funds leant for share buy back                                              (12.6)
 Repayment of cash from share proceeds                                       -                 -                 0.1
 Cash advanced to fund payment of dividend                                   (6.1)             (5.7)             (5.7)

 

The following balances were payable by related companies

                   31 December 2025  31 December 2024  30 June

                   (Unaudited)       (Unaudited)       2025

(Audited)
                   £m                £m

                                                       £m
 CVS (UK) Limited  42.7              64.4              64.0

 

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.

 

Directors responsibility statement

We confirm that to the best of our knowledge:

a) the condensed set of financial statements has been prepared in accordance
with UK-adopted IAS 34 'Interim Financial Reporting';

b) the interim report includes a fair review of the information required by
DTR 4.2.7R (indication of important events and their  impact during the first
six months of the financial year and description of the principal risks and
uncertainties for the remaining six months of the financial year); and

c) the interim report includes a fair review of the information required by
DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

Authorised by order of the Board

 

 

Richard
Fairman
Robin Alfonso

Chief Executive
Officer
Chief Financial Officer

26 February 2026

 

Use of alternative performance measures glossary

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 as follows, definitions are available from
page 160 of the 2025 Annual Report:

 APM                                                                            Reconciliation
 Like-for-like sales growth                                                     It is defined as a percentage; no reconciliation is applicable.

 Closest equivalent statutory measure: Revenue growth
 Adjusted EBITDA                                                                H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: Operating profit

                                                                                                                       £m       £m       £m
                                                                                Profit before tax from continuing operations                                 15.2     15.9     32.6
                                                                                Adjustments for:
                                                                                Finance expense                                                              6.9      9.0      17.2
                                                                                Amortisation of intangible assets                                            12.7     12.7     26.0
                                                                                Depreciation of property, plant and equipment                                10.9     11.1     20.4
                                                                                Depreciation of right-of-use assets                                          9.0      8.5      18.1
                                                                                Profit/(loss) on disposal of property, plant and equipment and right-of-use  0.6      (0.4)    1.1
                                                                                assets
                                                                                Depreciation and amortisation attributable to discontinued operations        -        (0.8)    (1.7)
                                                                                Costs relating to business combinations                                      8.9      7.6      14.9
                                                                                Exceptional items                                                            3.5      1.5      6.0
                                                                                Adjusted EBITDA                                                              67.7     65.1     134.6
 Adjusted EBITDA margin                                                         H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: None

                                                                                              £m       £m       £m
                                                                                Revenue                     356.9    337.3    673.2
                                                                                Adjusted EBITDA             67.7     65.1     134.6
                                                                                Adjusted EBITDA margin (%)  19.0%    19.3%    20.0%
 Adjusted EPS                                                                   H1 2026     H1 2025     FY 2025

 Closest equivalent statutory measure: Basic EPS

                                                                                                                    £m          £m          £m
                                                                                Profit before tax for continuing operations                                15.2        15.9        32.6
                                                                                Adjustments for:
                                                                                Amortisation of intangible assets                                          12.7        12.7        26.0
                                                                                Amortisation of intangible assets attributable to discontinued operations  -           (0.4)       (0.6)
                                                                                Costs relating to business combinations                                    8.9         7.6         14.9
                                                                                Exceptional items                                                          3.5         1.5         6.0
                                                                                Adjusted profit before tax                                                 40.3        37.3        78.9
                                                                                Tax expense amended for the above adjustments                              (11.0)      (9.9)       (21.2)
                                                                                Adjusted profit after tax                                                  29.3        27.4        57.7
                                                                                Less: adjusted profit after tax attributable to non-controlling interest   (0.5)       (0.1)       (0.2)
                                                                                Adjusted profit after tax attributable to the parent                       28.8        27.3        57.5
                                                                                Weighted average number of Ordinary shares in issue                        71,626,387  71,739,444  71,739,444

                                                                                Weighted average number of Ordinary shares for diluted earnings per share  71,662,993  71,740,770  71,748,631
                                                                                Adjusted earnings per share (pence)                                        40.2        38.0        80.1
                                                                                Diluted earnings per share (pence)                                         40.2        38.0        80.1

                                                                                Adjusted reported effective tax rate (for purposes of EPS)                 H1 2026     H1 2025     FY 2025

                                                                                                                      £m          £m          £m
                                                                                Tax expense                                                                (11.0)      (9.9)       (21.2)
                                                                                Adjusted profit before tax                                                 40.3        37.3        78.9
                                                                                Adjusted reported effective tax rate (%)                                   27.3        26.5        26.9
 Net debt                                                                       H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: None

                                                                                                        £m       £m       £m
                                                                                Borrowings repayable after more than one year:
                                                                                Term loan and revolving credit facility         172.5    194.5    147.5
                                                                                Unamortised borrowing costs                     (1.9)    (2.8)    (2.3)
                                                                                Total borrowings                                170.6    191.7    145.2
                                                                                Cash and cash equivalents equipment             (12.3)   (11.6)   (16.1)
                                                                                Net debt                                        158.3    180.1    129.1
 Bank test net debt/ net bank borrowings                                        H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: Net debt

                                                                                                    £m       £m       £m
                                                                                Bank borrowings                         172.5    194.5    147.5
                                                                                Cash and cash equivalents               (12.3)   (11.6)   (16.1)
                                                                                Bank test net debt/net bank borrowings  160.2    182.9    131.4
 Leverage                                                                       H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: None

                                                                                             £m       £m       £m
                                                                                Bank test net debt (£m)   160.2    182.9    131.4
                                                                                Bank test EBITDA (£m)     113.9    110.4    111.4
                                                                                Bank test leverage        1.41     1.66     1.18
 Adjusted operating cash conversion Closest equivalent statutory measure: Cash  H1 2026  H1 2025  FY 2025
 generated from operations

                                                                                                            £m       £m       £m
                                                                                Cash generated from operations                          54.9     55.4     114.1
                                                                                Add: Acquisition fees paid                              2.1      1.7      4.3
                                                                                Add: Contingent consideration paid                      4.2      3.8      8.3
                                                                                Add: Exceptional items                                  3.5      1.5      6.0
                                                                                Less: Lease liability repayment                         (8.0)    (7.5)    (16.4)
                                                                                Less: Capex - maintenance                               (5.9)    (5.9)    (10.8)
                                                                                Less: Operating cash flow from discontinued operations  -        (2.3)    (2.0)
                                                                                Adjusted operating cash flow                            50.8     46.7     103.5
                                                                                Adjusted EBITDA                                         67.7     65.1     134.6
                                                                                Adjusted operating cash conversion (%)                  75.0%    71.7%    76.9%
 Free cash flow                                                                 H1 2026  H1 2025  FY 2025

 Closest equivalent statutory measure: Net cash from operating activities

                                                                                               £m       £m       £m
                                                                                Adjusted operating cash flow  50.8     46.7     103.5
                                                                                Less: Taxation paid           (10.1)   (8.3)    (14.7)
                                                                                Less: Interest paid           (6.3)    (8.8)    (16.6)
                                                                                Free cash flow                34.4     29.6     72.2
 Total shareholder return                                                       It is defined as a percentage; no reconciliation is applicable.

 Closest equivalent statutory measure: None
 Return on capital employed (ROCE)                                              ROCE is disclosed annually. Refer to the 2025 financial statements for the

                                                                              ROCE at 30 June 2025.
 Closest equivalent statutory measure: None

Adjusted EBITDA margin

Closest equivalent statutory measure: None

                             H1 2026  H1 2025  FY 2025

                             £m       £m       £m
 Revenue                     356.9    337.3    673.2
 Adjusted EBITDA             67.7     65.1     134.6
 Adjusted EBITDA margin (%)  19.0%    19.3%    20.0%

Adjusted EPS

Closest equivalent statutory measure: Basic EPS

 

 

                                                                            H1 2026     H1 2025     FY 2025

                                                                            £m          £m          £m
 Profit before tax for continuing operations                                15.2        15.9        32.6
 Adjustments for:
 Amortisation of intangible assets                                          12.7        12.7        26.0
 Amortisation of intangible assets attributable to discontinued operations  -           (0.4)       (0.6)
 Costs relating to business combinations                                    8.9         7.6         14.9
 Exceptional items                                                          3.5         1.5         6.0
 Adjusted profit before tax                                                 40.3        37.3        78.9
 Tax expense amended for the above adjustments                              (11.0)      (9.9)       (21.2)
 Adjusted profit after tax                                                  29.3        27.4        57.7
 Less: adjusted profit after tax attributable to non-controlling interest   (0.5)       (0.1)       (0.2)
 Adjusted profit after tax attributable to the parent                       28.8        27.3        57.5
 Weighted average number of Ordinary shares in issue                        71,626,387  71,739,444  71,739,444

 Weighted average number of Ordinary shares for diluted earnings per share  71,662,993  71,740,770  71,748,631
 Adjusted earnings per share (pence)                                        40.2        38.0        80.1
 Diluted earnings per share (pence)                                         40.2        38.0        80.1

 Adjusted reported effective tax rate (for purposes of EPS)                 H1 2026     H1 2025     FY 2025

                                                                            £m          £m          £m
 Tax expense                                                                (11.0)      (9.9)       (21.2)
 Adjusted profit before tax                                                 40.3        37.3        78.9
 Adjusted reported effective tax rate (%)                                   27.3        26.5        26.9

Net debt

Closest equivalent statutory measure: None

                                                 H1 2026  H1 2025  FY 2025

                                                 £m       £m       £m
 Borrowings repayable after more than one year:
 Term loan and revolving credit facility         172.5    194.5    147.5
 Unamortised borrowing costs                     (1.9)    (2.8)    (2.3)
 Total borrowings                                170.6    191.7    145.2
 Cash and cash equivalents equipment             (12.3)   (11.6)   (16.1)
 Net debt                                        158.3    180.1    129.1

Bank test net debt/ net bank borrowings

Closest equivalent statutory measure: Net debt

                                         H1 2026  H1 2025  FY 2025

                                         £m       £m       £m
 Bank borrowings                         172.5    194.5    147.5
 Cash and cash equivalents               (12.3)   (11.6)   (16.1)
 Bank test net debt/net bank borrowings  160.2    182.9    131.4

Leverage

Closest equivalent statutory measure: None

                           H1 2026  H1 2025  FY 2025

                           £m       £m       £m
 Bank test net debt (£m)   160.2    182.9    131.4
 Bank test EBITDA (£m)     113.9    110.4    111.4
 Bank test leverage        1.41     1.66     1.18

Adjusted operating cash conversion Closest equivalent statutory measure: Cash
generated from operations

                                                         H1 2026  H1 2025  FY 2025

                                                         £m       £m       £m
 Cash generated from operations                          54.9     55.4     114.1
 Add: Acquisition fees paid                              2.1      1.7      4.3
 Add: Contingent consideration paid                      4.2      3.8      8.3
 Add: Exceptional items                                  3.5      1.5      6.0
 Less: Lease liability repayment                         (8.0)    (7.5)    (16.4)
 Less: Capex - maintenance                               (5.9)    (5.9)    (10.8)
 Less: Operating cash flow from discontinued operations  -        (2.3)    (2.0)
 Adjusted operating cash flow                            50.8     46.7     103.5
 Adjusted EBITDA                                         67.7     65.1     134.6
 Adjusted operating cash conversion (%)                  75.0%    71.7%    76.9%

Free cash flow

Closest equivalent statutory measure: Net cash from operating activities

                               H1 2026  H1 2025  FY 2025

                               £m       £m       £m
 Adjusted operating cash flow  50.8     46.7     103.5
 Less: Taxation paid           (10.1)   (8.3)    (14.7)
 Less: Interest paid           (6.3)    (8.8)    (16.6)
 Free cash flow                34.4     29.6     72.2

Total shareholder return

Closest equivalent statutory measure: None

It is defined as a percentage; no reconciliation is applicable.

Return on capital employed (ROCE)

Closest equivalent statutory measure: None

ROCE is disclosed annually. Refer to the 2025 financial statements for the
ROCE at 30 June 2025.

 

 

 

 

 

 

Directors and advisers

 Directors                   D Wilton (Chair)

                             D Kemp (Non-Executive Director)

                             R Gray (Non-Executive Director)

                             J Shaw (Non-Executive Director)

                             R Fairman (Chief Executive Officer)

                             R Alfonso (Chief Financial Officer)

                             P Higgs (Chief Veterinary officer)

 Company Secretary           S Morrison
 Company number              06312831
 Registered office           CVS House

                             Owen Road

                             Diss

                             Norfolk

                             IP22 4ER

 Independent auditor         Deloitte LLP

                             1 Station Square

                             Cambridge

                             CB1 2GA

 Bankers                     NatWest Bank Plc
                             Gentleman's Walk
                             Norwich
                             NR2 1NA

HSBC Bank plc

                             8 Canada Square

                             London

E14 5HQ

AIB Group (UK) plc

                             St Helen's

                             1 Undershaft

                             London

                             EC3A 8AB

                             Barclays Bank plc

                             1 Churchill Place

                             London

                             E14 5HP

                             Virgin Money

                             15(th) Floor

                             The Leadenhall Building

                             122 Leadenhall Street

                             London

                             EC3V 4AB

                             JPMorgan Chase Bank

                             25 Bank Street

                             Canary Wharf

                             London

                             E14 5JP

                             Lloyds Bank plc

                             33 Old Broad St

                             London

                             EC2N 3AH

                             Danske Bank UK

                             75 King William Street

                             London

                             EC4N 7DT

                             Commonwealth Bank of Australia

                             Commonwealth Bank Place - South

                             Level 1

                             11 Harbours Street

                             Sydney

                             New South Wales

                             Australia

 Legal advisors              DLA Piper UK LLP

Victoria Square House

                             Victoria Square

                             Birmingham

                             B2 4DL

                             Eversheds Sutherland

                             115 Colmore Row

                             Birmingham

                             B3 3AL

                             Linklaters LLP

                             One Silk Street

                             London

                             EC2Y 8HQ

                             MinterEllison

                             Collins Arch

                             Level 20

                             447 Collins Street

                             Melbourne

                             3000

                             Australia

 Joint brokers               Berenberg

                             60 Threadneedle Street

                             London

                             EC2R 8HP

                             Peel Hunt LLP

                             7(th) Floor

                             100 Liverpool Street

                             London

                             EC2M 2AT

 Financial Public Relations  Camarco

                             40 Strand

                             London

                             WC2N 5RW

 

 

 

 

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