The directors present the strategic report for the year ended 30 June 2025.

Performance during the year

Vet Plus is the global leader in veterinary nutraceuticals with distribution in 44 countries, 6 wholly owned subsidiaries and two regional support offices

The strength of our brands and focus on super-premium quality products has enabled the Company to continue to grow its business worldwide.  The Company continues to invest each year to ensure we have capacity to meet our growth plans and as such we are in a strong position to enable us to continue to move forward.

VetPlus only manufactures and sells to other group companies. The increase in turnover reflects increased volume growth across the group. Turnover has increased by £1.3m in the year resulting in an increase of profit before tax of £1.4m.

Following the recognition of dividends from the Spanish subsidiary as a prior period adjustment the net current liabilities as restated in 2024 of £1m has reduced to net current liabilities of £0.3m largely as a consequence of intercompany movements.

Principal Risks and Uncertainties

The principal risks facing the Company are in disruption to the supply chain. The Directors have drawn up prudent forecasts and have reassessed the cost base to mitigate the risks to the business and are confident they can manage the risks effectively.

Future Developments

The Company is continually developing and improving its product range through its own inhouse research and development team. Over the last year significant investment totalling over £3.0m has been sanctioned as we plan for future growth.  It is part of the Company’s long term objectives to continually invest in this area to keep the Company at the forefront of its field.

Financial instruments

The Company's operations expose it to a variety of financial risks that include the effects of credit risk. The Company is part of the Tangerine Group of companies, which has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Group by monitoring levels of debt finance and related finance costs. The Group does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.

Given the size of the Group, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board are implemented by the Group's finance department.

The Directors will revisit the appropriateness of this policy should the Group's operations change in size or nature.

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By order of the board

The directors present their annual report and financial statements for the year ended 30 June 2025.

The principal activity of the company continued to be that of sales of animal health products.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £1,013,763. The directors do not recommend payment of a final dividend.

Qualifying third party indemnity provision was in place for the benefit of all directors of the company.

The company is continually looking at developing and improving its product range with its own in-house research and development. It is part of the Company's long term objectives to continually invest in this area to keep the Company at the forefront of its field. This involves research into the highest quality materials and continuously improving formulas to ensure our products are the market leaders as well as remaining innovative through development of new products.

Matters of strategic importance

It is the Company's aim to continue to support and educate the independent vet practices to ensure the end user receives the best advice and care for its pet. To achieve this, the Company continually reviews, updates and improves its support materials and trains its sales staff to be able to offer this support to its customers.

A review of the business has been provided in the strategic report.

Strategic report

The information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 has been included in the separate Strategic Report in accordance with section 414C (11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Vet Plus Limited (the 'company') for the year ended 30 June 2025 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

• the financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement (page 5), the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

As a result of our procedures we did not identify any key audit matters related to the potential risk of fraud. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

Our procedures to respond to risks identified included the following:

• Review of the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations described as having a direct effect on the financial statements.

• Enquiring of management concerning actual and potential litigation and claims.

• Performing analytical procedures to identify and unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

• Reading available forecasts.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects both current and future periods.

Key Judgements (except estimates)

Management do not consider that there are any critical area of accounting judgement in the financial statements.

Key sources of estimation uncertainty

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definitions, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities with the next financial year are discussed below.

At the end of the reporting period, management undertake an assessment as to whether there are indications that stock may be impaired. If such indications exist then a provision for impairment is estimated between the carrying value of stock and the estimated net realisable value.

The expected useful economic life of development costs is estimated based upon the planned period in which the benefit of the associated project is expected to unwind.

Vet Plus Limited is a private company limited by shares incorporated in England and Wales. The registered office is Animal House, Boundary Road, Lytham, Lancashire, FY8 5LT.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

• the requirements of Section 7 Statement of Cash Flows;

• the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);

• the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

• the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Vet Plus Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Tangerine Group Holdings Limited, Animal House, Boundary Road, Lytham, Lancashire, FY8 5LT, United Kingdom.

The financial statements have been prepared on a going concern basis. The Company has net truecurrent liabilities of £964,742 at 30 June 2025 (2024: net current liabilities of £999,424 as restated) and net assets of £645,047 (2024: net assets of £316,354 as restated). The company has the ongoing financial support of Tangerine Group Holdings Limited and the directors confirm that no intercompany loans will be called for repayment in the 12 months from approval of the accounts. The directors are of the opinion that the company can continue as a going concern for the foreseeable future.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Sales are recognised at the point at which the company has fulfilled its contractual obligations and the risks and rewards attaching to the product have been transferred to the customer.

Research and development

Expenditure on research and development is recognised in the profit and loss as an expense as incurred.

Expenditure on development activities may be capitalised if the product or process is technically and commercially feasible, the company intends and has the technical ability and sufficient resources to complete development, future economic benefits are probable and if the Company can measure reliably the expenditure attributable to the intangible asset during its development.

Other intangible assets that are acquired by the Company are stated at cost less accumulated amortisation and less accumulated impairment.

Amortisation is charged to the profit or loss on a straight line basis over the estimated useful lives on intangible assets. Intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. Leased assets are depreciated over the shorter of the lease term and their useful lives. The estimated useful lives are as follows:

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the company expects to consume an asset's future economic benefits.

Financial assets (including trade and other debtors)

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. For financial instruments measured at cost less impairment an impairment is calculated as the difference between its carrying amount and the best estimate of the amount that the Company would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Non-financial assets

The carrying amounts of the Company's non-financial assets, other than stocks, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit").

An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.

At each reporting date, an assessment is made for impairment, any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss.

The company has elected to apply the provision of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Trade and other debtors/creditors

Trade and other debtors are recognised initially at transaction price less attributable transaction costs, trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if the payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument.

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the company treats the guarantee contract as a contingent liability until such time as it becomes probable that the company will be required to make a payment under the guarantee.

A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Payments made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Investment Income

Dividend income is recognised as the company's right to receive payment is established.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

No Directors received remuneration from the Company in respect of services provided in either the current or prior year. Directors remuneration is paid by Tangerine Holdings Ltd.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 30 June 2025 are as follows:

Companies marked * above are wholly owned subsidiaries of Vet Plus Ltd.

Registered offices

The investments in subsidiaries are all stated at cost.

The amounts owed by group undertakings are interest free and repayable on demand.

The amounts owed to group undertakings are interest free and repayable on demand.

The bank loan is secured by first legal charges granted by Tangerine Group Holdings Limited and its subsidiaries over land and buildings at Animal House, Boundary Road, Lytham St Annes as well as an all monies debenture granted by Tangerine Holdings.

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Deferred tax relates to accelerated capital allowances. The deferred tax provision set out above is expected to reverse within 5-10 years from the balance sheet date.

The company operates a defined contribution pension scheme in respect of certain staff. The scheme and its assets are held by independent managers. The amount outstanding at the year end was £nil.

Profit and loss reserves

This reserve reflects cumulative profits and losses net of distributions to owners.

The Company is a party to an unlimited multilateral cross guarantee in respect of the borrowings of other Group companies from Virgin Money.

The companies involved are Vet Plus Limited, Tangerine Holdings Limited and Vet Plus International Limited.

The maximum potential liability arising under this guarantee at the year end was £13,231,010 (2024: £14,115,795)

The company is a subsidiary of Tangerine Holdings Limited which in turn is a 100% owned subsidiary of Tangerine Group Holdings Limited.

Tangerine Group Holdings Limited heads the only group the accounts are consolidated in. The consolidated financial statements of this Group are available to the public and may be obtained from Companies House, Cardiff.

The registered office for Tangerine Group Holdings Limited is Animal House, Boundary Road, Lytham, Lancashire, FY8 5LT.

Tangerine Group Holdings Limited is owned by Rendell Limited, a company incorporated in the Isle of Man. The Company is under the ultimate control of D A Haythornthwaite, the controlling shareholder of Rendell Limited.

During the period it was determined that the company had been entitled in periods prior to 30 June 2023 to dividends from the Spanish subsidiary company which had not been recognised in the accounts of the company. The dividends due have been included in reserves brought forward by way of a prior period adjustment.