Annual Report and Accounts
For the year ended 31 December 2025
Delivering today,
transforming
for our future
Contents
14
18
Our strategy
–
Driving hospital
performance
–
Expanding our proposition
–
Building on quality
–
Investing in our workforce
–
Championing sustainability
45
– Patients
– Colleagues
– Consultants
– Suppliers
–
Private medical insurers (PMI)
– NHS
– GPs
– Employers
– Regulators
–
Investors and lenders
– Community
–
How we create value
–
How we generate revenue
Engagement with
stakeholders
Our business model
Key to Spire Healthcare Group plc
Connect with us
Overview
3
4
5
6
6
7
8
Delivering today, transforming for our future
About us
Our businesses
The value we create
2025 financial highlights
2025 highlights: delivering for today
Delivering outstanding, personal care
Strategic report
10
11
14
15
16
18
45
52
55
67
73
74
2025 strategic highlights – a strategy
to deliver and transform
Chief executive officer’s strategic review
Our business model – how we create value
Our business model – how we generate revenue
Our market – key trends
Our strategy
Engagement with stakeholders
Our key performance indicators
Risk management and internal control
TCFD report
Compliance statements
Chief financial officer’s review
Governance report
80
81
82
84
91
96
98
103
106
114
117
Chairman’s governance letter
Corporate governance report
Board of directors
Executive committee
Nomination committee report
Clinical governance and safety committee report
Audit and risk committee report
Remuneration committee report
Annual report on remuneration
Directors’ report
Statement of directors’ responsibilities
Financial statements
118
126
130
160
Independent auditor’s report
Consolidated financial statements
Notes to the financial statements
Notes to the parent company financial
statements
Other information
164
166
167
Shareholder information
Alternative performance measures definitions
Glossary and forward-looking statements
38 hospitals
Hospitals
Hospitals and primary care services combined
Group
Primary care services covering Vita Health Group,
The Doctors Clinic Group (Spire Occupational Health
and London Doctors Clinic), Spire GP*, Spire Clinics*,
Spire Mental Health
Primary Care Services
*
Spire GP and all clinics, except Spire Harrogate, Spire Abergele
and Spire King’s Lynn, are reported under the hospitals business
in the financial statements.
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Spire Healthcare Group plc
Annual Report and Accounts 2025
2
Governance report
Overview
Strategic report
Financial statements
Other information
Delivering
today
Transforming
for our future
Read more in 2025 highlights
on page 6
Read more in Our strategy
on page 18
Making a positive difference
to people’s lives, through
outstanding personalised care.
As we continue to evolve to
respond to stakeholder needs, our
business is transforming.
Our purpose
A changing business
Read more in the CEO strategic review
on page 11
Read more in Our strategy
on page 18
Spire Healthcare Group plc
Annual Report and Accounts 2025
3
About us
Who we are
Large independent, and increasingly integrated, healthcare company,
operating across England, Wales and Scotland.
Our strategy
Helping to meet Britain’s healthcare needs by running great hospitals and
clinics, and developing new services.
For private patients
We offer treatments for patients
who have private health
insurance or wish to pay for
their treatment. They are able to
choose when and where they
are treated, and benefit from
excellent clinical outcomes.
For the NHS
We offer capacity, capability and
flexibility, supporting the NHS
by taking thousands of patients
off waiting lists nationally at
the same tariff prices as local
NHS trusts, and by delivering
NHS services.
For employers
We provide employer-funded
tailored, flexible workplace
health support for employees
through occupational health
and employee assistance
programmes, helping employees
to recover and stay healthy.
What we provide
Spire Healthcare offers a range of diagnostics, medical, mental health and advisory care
services, from hospital and clinic, to community and workplace.
Our values
For more information see our Business model on
page 14
and How we generate revenue on
page 15
Driving clinical
excellence
Doing the
right thing
Caring is
our passion
Keeping it
simple
Delivering on
our promises
Succeeding
and celebrating
together
Our purpose
Making a positive difference to people’s lives
through outstanding personalised care
Spire Healthcare Group plc
Annual Report and Accounts 2025
4
Governance report
Overview
Strategic report
Financial statements
Other information
Our businesses
Where we operate
What we deliver
We provide people with more
choice, and the opportunity to
access the healthcare they need
quickly and safely. Our dedicated
and highly trained colleagues work
hard to help people back to good
health from a wide range of
locations across England, Scotland
and Wales.
*
Spire GP and all clinics, except Spire Harrogate, Spire Abergele and Spire King’s Lynn, are reported under the hospitals business in
the financial statements.
What our hospitals offer
We offer hospital care at 38 hospitals, from
Scotland to the south coast, and from Wales to
East Anglia.
We are the leading private healthcare provider, by
volume, of knee and hip operations in the UK and
provide a variety of care covering general surgery;
cancer care including diagnostics and
chemotherapy; cardiology; gynaecology; complex
imaging; and care for children and young people.
We provide physiotherapy for many patients,
before and after their surgery and as standalone
care. Some surgeries in orthopaedics and urology
are supported by the latest robotics.
For more information see Driving hospital
performance on
page 19
What our primary care services offer
Our developing primary care business provides
physical and mental health services to employers,
the NHS and private patients at almost 100
clinical sites.
We operate a network of private GPs and provide
workplace health services to almost 1,400
employer clients to help prevent and manage
ill-health among their employees.
Physiotherapy is offered in a growing number of
mixed-use clinics with pathways from GP care and
into hospitals. We are increasing our capacity in
clinics that offer care to private, NHS and
employer-funded patients in one local place.
For more information see Expanding
our proposition on
page 22
Greater London
Our locations
Spire Hospitals
Clinics
Hospitals
Primary Care Services
Services
Hospitals
Primary Care Services
Inpatient care
Outpatient care/referral/day case care
Musculoskeletal (MSK) and physiotherapy
Occupational health and employer-funded care
Mental health
GP services
Spire Healthcare Group plc
Annual Report and Accounts 2025
5
The value we create
2025 financial highlights
1.
Refer to page 166 for an explanation of comparable basis.
2.
Refer to page 77 for a reconciliation of non-GAAP financial measures.
17.9%
2
adjusted EBITDA margin for the hospitals business
down 0.1 percentage points from 2024
Hospitals
£268.6m
2
adjusted EBITDA up 3.3% from £260.0m in 2024,
up 3.2% on a comparable basis
1
4.1p
basic earnings per share, 6.3p in 2024
Group
£1,579.8m
revenue up 4.5% from £1,511.2m in 2024,
up 4.5% on a comparable basis
1
Group
[1.5]
p
dividends per share up from 2.3p in 2024
Group
£122.6m
operating profit down 12.3% from £137.5m
in 2024
Group
Hospitals
£30m
in efficiency savings delivered in 2025
Group
9.5%
2
adjusted EBIT margin down 0.4 percentage points
from 2024, down 0.4
2
percentage points from 2024 on a
comparable basis
1
Primary Care Services
Group
£133.7m
primary care revenue up 10.5% from £121.0m in 2024,
up 7.4%* on a comparable basis
1
Group
8.0%
2
ROCE down from 8.2% in 2024
Spire Healthcare Group plc
Annual Report and Accounts 2025
6
Governance report
Overview
Strategic report
Financial statements
Other information
The value we create
continued
2025 highlights: delivering today
978,000
self-pay, insured and NHS patients cared
for in 38 hospitals (2024: 993,000 in 38)
Hospitals
1.36m+
people cared for across the group
(2024: 1.3m+)
Group
350+
apprentices in Spire Healthcare
and Vita Health Group (2024: 380+)
Group
98%
of locations rated Good or Outstanding or the
equivalent by regulators in England, Scotland
and Wales (2024: 98%)
Group
Group
5%
ahead of rebased target for 2025 emissions
(24,647 tCO
2
e emitted, target 25,916 tCO
2
e)
(2024: 6% behind)
Hospitals
29
robots in 38 hospitals (2024: 22)
Group
17,800
colleagues (2024: 17,600)
95,600
private GP consultations at Spire GP
and London Doctors Clinic
(2024: 96,900)
Primary Care Services
98,400
initial physio appointments in private, NHS and
employer-funded care (2024: 96,300)
Primary Care Services
Hospitals
37.2%
dry mixed waste recycled at sites only
(2024: 31.4%)
Spire Healthcare Group plc
Annual Report and Accounts 2025
7
The value we create
continued
Delivering outstanding, personalised care
Professionalism from all staff, reassurance at
every stage, allaying any fears. I felt staff knew
me, took time to answer any questions and
listened.
Patient
Spire Healthcare hospital
I feel very supported here. In previous roles, I’ve
not been given much support with my disabilities
at work, so it’s refreshing to work at a place that
wants to help me stay in work.
Colleague
Spire Healthcare
The service was excellent. Prompt responses,
clear communication, and a smooth process from
referral to final report. We’ll definitely use the
service again.
Employer client
Spire Occupational Health
I had an outstanding experience. I was seen
promptly and treated expeditiously and
effectively. This was a terrific experience!
GP patient
London Doctors Clinic
The humanity, the thoughtfulness, empathy, the
care was outstanding, beyond expected, beyond
even hoped-for.
Patient
Spire Healthcare hospital
The hospital and facilities make it easy to provide
an excellent level of care. Management are
excellent and responsive to needs or concerns.
Consultant
Spire Healthcare hospital
Spire Healthcare Group plc
Annual Report and Accounts 2025
8
Governance report
Overview
Strategic report
Financial statements
Other information
The value we create
continued
I felt that I had personal service from all the types
of staff from housekeeping, nurses, physio and
theatre staff. Outstanding.
Patient
Spire Healthcare hospital
Service is excellent. The staff are professional and
genuinely patient-centred, communication is
clear, clinical standards are high and the
experience is smooth and supportive.
Consultant
Spire Healthcare hospital
The clinic is very conveniently located and the
appointment was right on time. The doctor
addressed the issue I had. I couldn’t be happier
with the service I received.
GP patient
London Doctors Clinic
There is a genuine commitment to making
people better, and the team’s dedication to
patient wellbeing, colleague support and
value-driven growth is inspiring.
Primary care team colleague
Spire Healthcare
Working at Spire has given me the opportunity to
push my career forward. Opportunities have
been available allowing me to develop my skills
and progress my career.
Colleague
Spire Healthcare
My stay was in my own room and was absolutely
amazing. Spotless and very modern. I didn’t feel I
was in a hospital. Thank you Spire.
Patient
Spire Healthcare hospital
Spire Healthcare Group plc
Annual Report and Accounts 2025
9
2025 strategic highlights
In 2025 we have continued to deliver on our strategy and on transforming
the business for the future to put us in a strong position for growth.
Highlights of delivery in 2025
7
robots purchased for robotic-
assisted surgery
64%
drop in rates of blood clots through
national QI project, recognised by
HSJ Independent Healthcare
Providers Awards
34
hospitals achieved Gold award, with
all 36 England and Wales hospitals
recognised by National Joint
Registry for information quality
Strategic pillars
Drive hospital
performance
Expand our
proposition
Build quality
Invest in our
workforce
Champion
sustainability
Highlights of transformation in 2025
3
patient support centres
in operation, centralising
administration for 36 sites and
improving patient experience
5
new clinics in Wimbledon, King’s
Lynn, Clapham, Guildford and
Kingston, increasing capacity
21
MRI machines now AI-enabled
to increase capacity and improve
patient experience
Read more in Our strategy
on page 18
A strategy to deliver and transform
Spire Healthcare Group plc
Annual Report and Accounts 2025
10
Governance report
Overview
Strategic report
Financial statements
Other information
Chief executive officer’s strategic review
Resilient performance driven by
successful strategic delivery
For two decades, patients have had a legal right to
choose where they receive planned NHS care,
including in the independent sector. Independent
providers are an integral part of delivering NHS
funded care and reducing waiting times, free at the
point of use to patients, and it is vital that patient
choice remains consistently upheld.
I am confident that Spire can respond to these
challenges, continuing to provide fast access to
high-quality healthcare across primary and secondary
care for the long term. We continue to change and
evolve to meet those needs. PMI and private demand
is largely stable and we have been increasing our
efforts to reach those markets.
Our transformation programme in hospitals seeks
to centralise, standardise, digitalise and enable AI.
It is helping us to deliver with greater flexibility and
efficiency: making things easier for patients, colleagues
and consultants, while reducing our costs to serve
and seeking to maintain our high-quality standards.
It is progressing well and I am confident that we have
the right strategy to deliver sustainable growth.
However, together with Spire’s valuable freehold
property and our well-invested asset base, this is not
yet reflected by the market. As announced in
September 2025, the company has been actively
evaluating actions that could drive long-term
sustainable shareholder value. As part of this review,
we are considering a range of potential options,
which may include (but is not limited to) a potential
sale of the company, value generation from the
hospital property estate and adjustments to our
operational and strategic plans. The process remains
ongoing and there can be no certainty either that any
offer will be made for the company nor as to the
terms of any offer, if made.
Our performance
I am pleased to report that our business is performing
well, with overall revenue in the year of £1,579.8
million, up 4.5% on 2024, while adjusted EBITDA was
£268.6 million, up 3.3% compared to 2024. Self-pay
volumes improved and PMI trends remain stable for
hospitals; latent NHS demand remains strong despite
short-term commissioning pauses in some localities.
We are delivering on our strategy to help to meet
Britain’s healthcare needs, caring for 1.36 million
private, NHS and employer-funded patients. Our
increasingly integrated healthcare offering spans
hospitals and primary care services, including surgery,
diagnostics, workplace health, mental health,
musculoskeletal care and private GPs, ensuring we
can continue to make a positive difference to people’s
lives through outstanding personalised care.
The UK has a growing social and economic need for
people to have healthier and longer lives, as well as
supporting those who are ill to return safely to work.
However, our ageing population has increasingly
complex long-term health conditions with growing
numbers of people away from work due to ill-health.
The number of private hospital admissions for
insured patients remained strong in 2025.
Meanwhile, NHS waiting lists remain stubbornly high
at 7.3 million.
We were pleased to sign an agreement with the NHS
in 2025, committing to work together on elective
care. We worked hard to contribute to the reduction
of waiting lists during the year but were disappointed
by the well-publicised recent slowdown in NHS
commissioning to the independent sector near the
end of the year, owing to NHS budgetary restrictions.
We continue to work with NHS commissioners to
navigate this near-term challenge and deliver quality
care outcomes and continuity of care for patients.
The proposed annual tariff uplift for 2026-27 falls
short of inflation and we will continue to contribute
to consultation on this.
“Spire has had a busy and successful
2025 as we continue to evolve into an
integrated healthcare provider and
transform our business.”
Justin Ash
Chief Executive Officer
Highlights
97%
of hospital patients rated their
experience as ‘good’ or ‘very good’
(2024: 97%)
4.5%
overall revenue increase, 4.5% on
a comparable basis (2024: 11.2%)
Spire Healthcare Group plc
Annual Report and Accounts 2025
11
Chief executive officer’s strategic review
continued
Adjusted EBITDA margin for the hospitals business is
down slightly to 17.9% from 18.0%, with significant
pressure from National Insurance and National Minimum
Wage. Our primary care services division shows revenue
of £133.7 million up from £121.0 million and adjusted
EBITDA of £9.8 million down from £10.3 million.
The underlying primary care business grew, but
results were affected by expected losses from
opening new sites, which are already
revenue generating.
The business has responded well to an uncertain
environment and our transformation programme
delivered £30 million of new savings in 2025, which
helped to mitigate the increases in National Insurance
and National Minimum Wage. As the transformation
programme continues, actions are already underway
to deliver cost savings in 2026 ahead of our previously
communicated guidance of around £30 million,
reacting swiftly and decisively to market challenges.
In a period of uncertainty and in a period of
significant transformational change, we have
improved free cash flow due to sustained investment
in the estate over a number of years, which has
enabled us to reduce capital intensity in the year.
Clinical governance, quality and safety
Delivering safe care in well-run, high-quality hospitals
and clinics underpins our ability to deliver
performance. Our new quality strategy, launched in
April 2025, reaffirms our dedication to continuous
improvement, ensuring that core principles of patient
safety, experience, clinical effectiveness and
outcomes, and quality improvement (QI) remain our
top priorities.
Our QI programme continues to drive measurable
advances in patient care, safety and operational
efficiency across our hospitals. Locally-led initiatives
were supported by three national priorities for 2025:
reducing Average Length of Stay (AvLOS), minimising
avoidable cancellations and decreasing unplanned
day case to overnight conversions.
In 2025, we introduced SEIPS (Systems Engineering
Initiative for Patient Safety), a framework that
identifies and learns from patient safety issues. SEIPS
and QI have been fundamental in beating key targets,
reducing avoidable venous thromboembolism (VTE)
by 64% in surgical patients. I’m particularly proud that
Spire was highly commended by Thrombosis UK for
our work on thrombosis prevention and management,
and that we are now a group-wide VTE Exemplar
Centre for reduction of VTEs in every hospital. Our
pathology management was also highlighted as best
practice in Dame Penny Dash’s patient safety review
and we were recognised by HSJ’s Partnership Awards
highlighting elective care achievements with the NHS.
We are pleased to retain our 98% rating for Good or
Outstanding sites from CQC visits to our hospitals in
2025. Hospital patients rating us good or very good
remains at 97% with a rise in very good, and results
from our annual consultant survey in 2025 show that
84% of consultants state that the care provided in our
hospitals is ‘very good’ or ‘excellent’ (2024: 84%).
In addition, every Spire hospital in England and Wales
has now achieved the Quality Data Provider
certificate with 34 of 36 hospitals at Gold Award
level. (2024: 25 of 35 achieving Gold).
Empowering our colleagues
Our key themes for 2025 focused on supporting and
empowering our colleagues, especially through
change. They include ‘Listen up’ – embracing the gift
of feedback, so we are open, honest and safe; ‘Inspire
kindness,’ having an open and honest culture; and
being a ‘Change champion,’ so our future works
better for everyone.
We continue to improve our colleague feedback process,
using more digital tools as platforms for engagement.
We have also improved support for consultants in our
hospitals, with an updated consultant induction
programme, improved online profiles, direct online
booking and a new consultant portal.
Our annual colleague survey covered every part of the
business in one place for the first time in 2025 with a
new questionnaire and six new measures to track
engagement and retention across the employee
lifecycle. Engagement, using the pride measure alone,
in 2025 was down to 64% from 76% in 2024 but still
remains competitive against industry norms and
through significant change.
Our multiple development initiatives help us to
attract talented people to join Spire and develop their
career with us. For example, our Driving Clinical
Excellence in Practice programme supports our
registered nurses and allied health professionals’
continuing professional development. 2025 was also
a significant year for our new Directors of Clinical
Services (DoCS) Development Programme, which
develops their skills and leadership qualities.
Our apprenticeship programme also runs in clinical
and non-clinical areas, albeit on a smaller scale than
in 2024. We were delighted to see 31 nurses
graduating in 2025, with 25 staying with Spire (2024:
15 and 8). In 2025, we also launched a new learning
management system. It is more user-friendly,
allocates training by role more effectively and will
allow us to better report on mandatory compliance.
We had high levels of permanent employment in the
hospitals business and strong retention rates of
83.1% (2024: 86.1%). Due to a combination of
successful and focused recruitment, the introduction
of flexible clinical resourcing, centralisation of
administration functions and efficiencies, vacancy
rates were low in 2025.
Delivering transformation in hospitals
A key part of our transformation programme, our
three new patient support centres (PSCs) give us a
complete picture of our hospitals and the ability to
respond to patient demand more effectively than
ever before. Our PSCs are now contributing towards
improving private patient experience and are a key
platform for our future growth, with improved call
response times and volumes answered, and the
ability to target the PMI and private markets
efficiently. We have simplified private and NHS
booking management, with better digital access to
consultant schedules and extended opening hours.
Absorbing administration for 36 hospitals into just
three PSCs was a huge transition for everyone at Spire
and, while we had some initial teething problems
while we onboarded many new colleagues, we
resolved them quickly with the collaboration of our
colleagues and consultants.
We are creating an agile and adaptable workforce
that can deliver high-quality care, and we have
adopted a more flexible, clinically-led resourcing
approach. The reduction of around 400 permanent
colleague roles in 2025 in our hospitals was key to
making our employee resourcing more responsive to
peaks and troughs in demand.
Our achievements in hospitals and primary care
would not have been possible without the dedication
and professionalism of our practising consultants and
colleagues, including those who have left due to
changes and new colleagues who have joined us
through acquisitions and new contracts. I greatly
appreciate their exceptional care for patients and
ongoing commitment throughout 2025.
Expanding our proposition in primary care
We are realising the benefits of being an increasingly
integrated healthcare group by leveraging Spire’s
wider capabilities in hospitals, while expanding our
primary care network.
Our workplace health services enhance the health,
safety and productivity of employees. We seek to
help prevent ill health at work and proactively
support mental and physical wellbeing with the right
solutions. In 2025, our musculoskeletal services
achieved return to work rates of 96% (2024: 95%) a
big driver of long-term sickness absence in the UK.
Visit to Spire Elland in September
Spire Healthcare Group plc
Annual Report and Accounts 2025
12
Governance report
Overview
Strategic report
Financial statements
Other information
Chief executive officer’s strategic review
continued
Our NHS talking therapies are in nine areas, with a
satisfaction rating of 96% (2024: 94%) and in 2025,
we mobilised a new talking therapies contract in
Derby and Derbyshire.
In November 2025 we joined more than 60 major
employers to address the high rate of labour market
inactivity due to ill-health, facing the workforce and
the economy by signing up to be a vanguard provider
and employer with the Keep Britain Working (KBW)
review led by Sir Charlie Mayfield. In 2026, we will
seek to share data and best practice to support the
development of the KBW initiative.
We continue to expand our business through
strategic acquisitions and in July, we acquired
Physiolistic, a physiotherapy business, for an initial
consideration of £5.2 million. Physiolistic fits well
with our fast-growing workplace health business,
enhances our network and referral capability to
hospitals in the Thames Valley region, while providing
a springboard for future growth. This follows our
acquisition of Acorn Occupational Health earlier in
2025 for an initial consideration of £3.3 million, which
provides occupational health services to employer
clients including public-sector and NHS employers.
We expect both businesses to generate a combined
annual run-rate EBITDA of around £2 million.
We also signed key national contracts with
household-name retail, travel and academia names
to provide occupational health services.
We aligned Spire GP and London Doctors Clinic (LDC)
under a single management structure to provide a
more centralised and integrated approach, and
opened new clinics in Clapham, Guildford and
Kingston in 2025 and early 2026. Our nationwide
private GP network now delivers around 8,000
appointments each month.
Spire’s three large diagnostic and outpatient day case
large clinics carry out lower complexity care that do
not require an overnight hospital stay and we
continue to expand these clinics, with a new site in
King’s Lynn that will enhance capacity and delivery at
Spire Cambridge and Spire Norwich.
Our aim is for smaller clinics to offer multi-specialty
care, including private GP, physio and workplace
health under one roof, so we can provide an
integrated offering to patients and employers under
the Spire Healthcare name. We opened such a clinic in
Wimbledon in late 2025.
Investing for the future
We continue to offer a well-invested, quality
infrastructure with a focus on innovation and have
continued to invest in improving our hospital sites in
2025, completing our solar panel installations, adding
to our robotic capabilities and maintaining our sites
to offer the best environment and service for our
patients and colleagues. Our capex spend is lower as
we start to see the benefit of the investments we
have made in recent years.
Innovative technology for advanced surgical
techniques, such as robotics, is already helping us to
reduce risk, while cutting-edge AI enhancements
such as in MRI scanning are driving efficiencies. We
have also signed agreements with Genomics and EDX
Medical that will enable us to offer personalised
prevention support, treatment and care.
Leadership changes
In April, I was pleased to welcome Rebecca Harper to
the business as group corporate affairs director,
strengthening our executive committee. Derrick
Farrell is now leading all primary care services.
In early 2026, we said goodbye to John Forrest. Since
2018, John’s role as chief operating officer led to the
development of our purpose, helped us navigate
successfully through the pandemic and drove
commercial progress and transformation across our
hospitals. Throughout, he has been a respected and
valued colleague to us all. Rachel King will leave us at
the end of March to take up a role as group chief
people officer for a major international veterinary
business. Rachel leaves having strengthened
capability across our people team, transformed our
recruitment capability, and introduced our new
reward framework. I am grateful to them both.
John’s responsibilities will move to Lisa Grant,
ensuring clinical leadership is central to our
operations, while Rachel’s responsibilities will move
under Mantraraj Buhdhev.
Outlook
Our external environment is dynamic, and patient,
consultant and partner expectations are evolving.
We are evolving with them, and have now laid the
foundations. We will continue to invest in
digitalisation to work more efficiently; removing
paper and automating repetitive manual processes
to support safer patient care, smoother hospital
operations and smarter decision-making across
the business.
As we continue to transform Spire, our goal is for
primary care to grow, as we secure more contracts in
workplace health, develop the GP business, launch
more clinics and pursue strategic acquisitions.
Physiotherapy already has a strong referral pathway
into the hospitals business and we will seek to
strengthen referrals from other areas of primary care
over time. We remain confident in the combination
of structural market growth, the growth potential of
new primary care services, increased synergies
between the two, and a continued strategic
partnership with the NHS.
Our continuing integration and transformation will
enable us to navigate a changing environment,
creating a sustainable business that’s fit for
the future.
In summary, we have responded to a changing
market with discipline. NHS commissioning is
uncertain in the near term, but we are well positioned
in private and primary care. Thank you to all
colleagues, consultants and leaders for their efforts
and commitment during 2025. We are a diversified
business with strong patient satisfaction and
resilience for the future to deliver long-term value.
Justin Ash
Chief Executive Officer
Visit to Spire Bristol to open the new cath lab (catheterisation laboratory)
Spire Healthcare Group plc
Annual Report and Accounts 2025
13
Our purpose
A leading independent healthcare company
Delivering outstanding personalised care
Creating value for all our stakeholders
Our market
Making a positive difference to people’s lives through outstanding personalised care
A highly motivated and skilled team of clinical
and non-clinical colleagues
GPs, consultants and other health professionals
who are experts in their field
38 hospitals, over 60 clinics,
5 critical care units, virtual care
Our digital infrastructure and the latest
medical facilities and equipment
Our strategy
Risk management and internal control
Read more on page 16
Read more on page 18
Read more on page 45
Read more on page 55
Engagement with stakeholders
O
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Underpinned by:
A healthcare group developing cross-referrals to drive synergies and enhance
the patient experience between our hospital and primary care businesses.
Over time, developing referral pathways to integrate and enhance revenue.
Workplace health:
Occupational health
Employee assistance
programmes (EAPs)
Pay-as-you-go
options
NHS talking
therapies
Spire Mental Health
Employer-funded
mental health
8
%
o
f
r
e
v
e
n
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Future referrals
Physiotherapy
Private GP
Diagnostics
O
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Orthopaedics
General surgery
Cancer
Cardiology
Ophthalmology
Gynaecology
Complex imaging
Physiotherapy
Paediatrics
Outpatients
Diagnostics
Pathology
Current referrals
Patients
Consultants
Private medical insurers
NHS GPs
Communities
Regulators
Colleagues
Suppliers
The NHS and government
Employers
Investors and lenders
Physiotherapy
Private GP
Diagnostics
How we generate revenue
Read more on page 15
Insured
Self-pay
NHS
Employers
Our business model
Spire Healthcare Group plc
Annual Report and Accounts 2025
14
Governance report
Overview
Strategic report
Financial statements
Other information
Our business model
continued
How we generate revenue
PMI: 43%
Private patients: 65%
2024: 67%
2024: 30%
2024: 4%
NHS: 31%
Other: 4%*
*
Other – includes employers and non-patient revenue.
Private patients
We offer assessment, diagnostic tests and
treatments at our hospitals and clinics. People
have a choice of when and where they are cared
for, in hospitals and clinics that combine excellent
clinical outcomes with ‘hotel-style’ levels of service.
PMI
We have long-term contractual relationships with
all the major private medical insurance (PMI)
providers Aviva, AXA Health, Bupa and Vitality
Health, which dominate the market. Patients’
insurance covers future specified health needs,
and when patients are cared for by us, agreed
costs are covered by the insurer. Insurance is
provided through employer schemes of individual
policies. We market a Spire-branded insurance
product, inSpire, underwritten by AXA Health,
which gives access to affordable private care at
Spire Healthcare hospitals.
Self-pay
Where patients pay directly for their care they can
directly book treatments, often without the need
for a GP referral. Patients pay a fixed price directly
for each treatment or procedure such as a
consultation, scan, surgery, mental health session,
physio session or GP appointment.
To read more about trends in the private and NHS
health markets, see Our market on
page 16
NHS
We contract with the NHS to care for NHS
patients, offering diagnostics, elective surgery and
treatment at our hospitals and clinics. Some work
comes through ICB or NHS trust block contracts,
but most patients come to us directly through
their NHS GP, allowing waiting patients to access
care. Patients have the legal right to request NHS
treatment in an independent setting and the
government has agreed to promote this choice
through a new agreement. Care is predominantly
at the same tariff prices as local NHS trusts. The
NHS agrees settlements with Spire annually for
the cost of care, and prices increased by 3.1%
in 2025.
We provide NHS talking therapies,
musculoskeletal and physio services, and
dermatology services for the NHS. Services are
free at the point of delivery to patients, who can
self-refer to services without seeing their NHS GP.
Employers
We provide almost 1,400 employers with
workplace health services through long-term
occupational health contracts and employee
assistance programmes. Our services support
employers to keep employees healthy, protect and
promote good health and provide services such as
health surveillance, training and mental health
support. We also offer pay-as-you-go services for
smaller businesses or those who would like to try
services before committing to a larger contract.
To read more about services for employers, see
Expanding our proposition on
page 22
and
Engagement with stakeholders on
page 45
Where we generate revenue
How we generate revenue
As a leading independent healthcare group, we provide diagnostics, inpatient, day case and outpatient
care to insured, self-pay and NHS patients, workplace health services to employers, private GP services
and physical and mental health services for the NHS.
2024: 44%
2024: 23%
Revenue
£1,579.8m
2024: £1,511.2m
Self-pay: 21%
Spire Healthcare Group plc
Annual Report and Accounts 2025
15
Our market
Ongoing demand for safe, high-quality
healthcare is driving our market
There is continued, steady demand for
healthcare in Britain – across all payor groups.
We have an ongoing partnership with the NHS
and continue to care for NHS patients.
Commissioning slowed down in the latter part
of 2025 due to NHS budgetary restrictions.
Independent providers are an integral part of
delivering NHS-funded care and reducing
waiting times, free at the point of use to
patients, and it is vital that patient choice
remains consistently upheld.
The number of people out of work in the UK due
to ill health remains high, and with our
expansion into primary care services including
occupational health, mental health and
physiotherapy, we are confident we can help
more people live healthier lives and get back to
work, as well as helping employers to take care
of their employees.
Key trends
The UK’s healthcare resources are under pressure from a
growing and ageing population living with increasingly
complex long-term health conditions.
1
A range of complex
and interacting factors have contributed to the rise in
ill-health-related economic inactivity since 2019, which
remains stubbornly high at around 2.8 million people,
including population ageing and a higher prevalence of ill
health among people aged 16 to 64.
2
An estimated one in
six adults live with osteoarthritis, rising to almost half of
those over 75
3
, with the number needing hip and knee
replacement surgeries expected to rise over the coming
years
4
. There is also a decline in the health of those who
are working. 4.1 million people are in work with a health
condition that is work-limiting as of 2024, an increase of
30% in six years
5
and 40.1 million working days are lost to
work-related illness and injury.
6
The profile of health issues is changing – an estimated one
in four people will experience mental health problems
each year in England. At the end of 2025, 2.19 million
people were in contact with NHS mental health services.
7
Impact
– The cost of ill-health that prevents work equals 7% of
GDP – nearly 70% of all income-tax receipts
8
– Recent decades have seen increases in planned day case
care in the NHS acute hospital sector, without the need
for overnight hospital stays
9
– People continue to experience long waits to see their
NHS GPs and are struggling to access community
services for long-term conditions or other health issues
Our response
– We provide a range of vital healthcare services to deliver
quality outcomes to patients, help improve the
population’s health and relieve pressure on the NHS
– We are expanding our primary care business, including
our workplace health offering, private GPs, mental
health services, musculoskeletal care, and NHS talking
therapies
NHS waiting lists remain high, with 7.3 million pathways,
although down from the all-time high of 7.8 million in
2023. Around 1,600 people waited over a year for care in
2019; today there are around 140,500
10
. The 18-week
waiting target has not been met for almost 10 years. The
independent sector consistently delivers 9-10% of all
elective care.
11
The government seeks to reduce waits,
move care into the community, focus on prevention and
improve technology in the service in its ‘Fit for the future:
10 Year Health Plan’ released in July.
Impact
– In this plan, the government confirmed it would
continue to work with independent healthcare
providers, using its extra capacity for NHS patients
– More than 6.1 million appointments, tests and
operations were carried out by private operators in 2025,
an increase of more than 500,000 compared to 2024
12
Our response
– Most of Spire’s NHS activity comes from NHS GPs via the
electronic referral system (eRS), where patients can book
appointments with providers with the shortest waits
– We engaged with NHS England on its new 10 Year
Health Plan, and committed to the partnership between
NHSE and the independent sector, released in January
– NHS volumes are uncertain in some areas owing to a
slowdown in NHS commissioning in late 2025, owing to
NHS budgetary restrictions
– We are contributing to the ongoing consultation on
2026/27 NHS Payment Scheme prices but the proposed
annual tariff uplift falls significantly short of inflation.
Tariff prices per procedure are the same as in NHS trusts.
– We are one of two independent providers who are strategic
suppliers to the NHS, a programme which has ministerial
backing and provides access to senior government leaders,
supporting conversations and policy development in
England. It links Spire to 10 other strategic suppliers
including pharmaceutical and medical technology firms
1.
Source: Rising ill-health and economic inactivity because of long-
term sickness, UK: 2019 to 2023, ONS, 26 July 2023.
2. Source: www.gov.uk/government/publications/keep-britain-
working-review-final-report/keep-britain-working-final-report.
3. Source: www.arthritis-uk.org/media/flpbvm2m/arthritisuk_
state_of_msk_health_-report_2025.pdf.
4.
Source: Projections for primary hip and knee replacement
surgery up to the year 2060: an analysis based on data from The
National Joint Registry for England, Wales, Northern Ireland and
the Isle of Man.
5. Source: www.gov.uk/government/publications/keep-britain-
working-review-discovery, 2024 figure.
6.
Source: Statistics, Key figures for Great Britain (2024/25), Health
and Safety Executive.
7. Source: https://digital.nhs.uk/data-and-information/
publications/statistical/mental-health-services-monthly-
statistics/performance-december-2025.
8. Source: www.gov.uk/government/publications/
keep-britain-working-review-final-report/keep-britain-
working-final-report.
9. Source: www.england.nhs.uk/2024/04/nhs-rollout-of-same-
day-emergency-care-allows-hundreds-of-thousands-to-
return-home-quicker/.
10. Source:www.gov.uk/government/statistics/diagnostic-
waiting-times-and-activity-for-december-2025.
11.Source: Independent Healthcare Providers Network (IHPN),
IHPN Quarterly NHS data – October 2025 – Independent
Healthcare Provider Network.
12.Source: www.gov.uk/government/news/faster-care-for-
thousands-thanks-to-nhs-use-of-independent-sector.
Population profile
NHS
7.3 million
patient pathways on waiting lists, down from
7.46 million in December 2024
10
4.1 million
people in work with a work-limiting health condition
5
16.4 million
people in the UK now covered by a form of private
health scheme, up from 13.5 million pre-pandemic
16
01
02
Spire Healthcare Group plc
Annual Report and Accounts 2025
16
Governance report
Overview
Strategic report
Financial statements
Other information
Our market
continued
Economic environment
Private market
Role for employers
Healthcare workforce
05
03
06
04
Higher energy and food bills contributed to rising inflation
in 2025, affecting many people’s disposable income. In
April 2025, the National Minimum Wage and National
Insurance rate for employers also increased, resulting in
more pressure on spend.
Impact
– The economic climate and financial concerns have
resulted in a complex inflationary environment that
affects our supply chain, our operational costs and salary
expectations. However, people continue to need
healthcare
– We have some resilience to these pressures. Our core
customer is more insulated against rising costs, while
our older, self-funding customers are less likely to have
borrowing costs. Our research shows that three-quarters
of the population could obtain access to funds to pay for
care if needed
17
Our response
– We have responded well to the challenges of inflation
and the increase in National Minimum Wage and
employer National Insurance Contributions by making
savings to offset these costs
– Our significant investment in solar power during 2025
has reduced energy costs by over £880,000
– We remain a competitive employer on pay, with
increases to address the cost-of-living every year for the
past four years in the hospitals business
– Our transformation programme delivered £30 million of
new savings in 2025
While UK private medical cover penetration is low (c.12%
of population), it is growing.
13
The number of private
hospital admissions for insured patients reached a
near-record high in early 2025.
14
Demand in the self-pay
market for healthcare in 2025 has stayed steady.
14
Impact
– More people are becoming insured, either through
employment or direct policy purchase
– With better understanding of the costs and benefits of
PMI and greater availability of workplace schemes, PMI is
the primary level of payment, now more popular than
before COVID-19
Our response
– We have enhanced our marketing to private patients
and refreshed our branding in early 2026. Spire works
with all major insurers to reach insured patients
– We are disciplined on pricing and acuity (complexity)
mix in hospitals. We have implemented price rises and
managed our mix of services and choice of products.
Clearer outpatient pricing was introduced in 2025 with
easier online booking for private patients
– We are widening our integrated healthcare offering to
span primary care services as well as hospitals, offering
occupational health, mental health, musculoskeletal
private GP services. These services meet more needs of
local patients and are increasingly part of the value chain
into hospitals
– We are developing our website and booking processes to
allow easier access for self-pay patients
Employees increasingly expect their employers to offer
PMI, occupational health and wellbeing interventions, as
part of its responsibility to protect the health of its
workforce. The Keep Britain Working final report,
published in November 2025, puts an onus on employers
to prevent workplace ill health, and urges them to work
with healthcare providers and practitioners in developing
affordable and practical solutions that will help employees
rehabilitate and return to work after periods of ill-health.
Impact
– 16.4 million people in the UK are now covered by some
form of private health scheme, up from 13.5 million
pre-pandemic
18
– Employers who prioritise employee health and wellbeing
are better able to attract and retain top talent, and
enhance overall business success
Our response
– We advise employers of all sizes to build and sustain a
healthy workforce, and are broadening our services into
adjacent markets, offering prevention, advice and
treatment through one integrated offering
– We deliver occupational health, mental health,
musculoskeletal services and employee assistance
programmes through our workplace health offering,
alongside management training, wellbeing webinars
and health screening, and in 2025, began a pay-as-you-
go service for small and medium-sized businesses
– Our services benefit both employers and employees,
helping to keep employees healthy and safe while
reducing costs, managing operational risk and meeting
legal obligations
– We are a vanguard for Sir Charlie Mayfield’s Keep Britain
Working review, alongside other leading providers and
employers, supporting leadership in national workforce
health policy
The UK healthcare sector continues to face volatile
workforce numbers and uneven productivity
15 16
. The
long-term NHS Workforce Plan, published in summer 2023,
sets out the strategic direction for the NHS workforce in
England into 2030. To address the shortfall, actions include
additional training, better support for staff to help retention
rates and looking at ways to improve productivity.
Impact
– Staffing challenges in the UK’s healthcare sector can
create strain on healthcare delivery and patient care
– Attracting and retaining the best people remains
important for delivering quality care.
Our response
– In 2025, we altered our clinical staffing to increase
flexibility in the way hospitals resource clinical and
non-clinical teams to better meet peaks and dips in
demand. We have reduced agency spend through more
flexible use of bank colleagues
– Hospitals business colleague retention is 83.1% (2024:
86.1%). We have maintained strong levels through a
number of initiatives alongside providing competitive
reward and benefits
– Rates for specialist clinical roles remain high; we are
starting to see a shift towards lower or capped rates in
some areas as a result of NHS restricted agency spend
affecting the market
– We seek to be a positive contributor to the healthcare
workforce. We run successful clinical and non-clinical
apprenticeships, along with many training opportunities
13.Source: UK healthcare market review, LaingBuisson,
February 2025.
14.Source: Private Healthcare Information Network (PHIN),
www.phin.org.uk/news/phin-private-market-update-
december-2025-uk.
15.Source: The King’s Fund, www.kingsfund.org.uk/
insight-and-analysis/data-and-charts/nhs-workforce-
nutshell.
16.Source: The King’s Fund, www.kingsfund.org.uk/
insight-and-analysis/blogs/nhs-too-few-staff-too-many.
17. Source: Spire Healthcare research, 2025.
18.Source: Health cover UK market report, LaingBuisson,
September 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
17
Our strategy
Helping to meet Britain’s healthcare needs
As a leading, increasingly integrated,
healthcare provider, we bring together
the best people who are dedicated to
developing excellent clinical
environments and delivering the
highest quality care.
Informed by our purpose, structured through our
business model, we have evolved our strategy with
a clear direction; not only in hospitals, but also across
a range of primary care services, so we can better
respond to growing healthcare demand in the UK.
Our five strategic pillars are helping us to meet
evolving health needs across England, Wales and
Scotland. We are focused on quality and safety,
investing in our workforce and expanding our
proposition, as well as championing sustainability
and driving hospital performance. Over the next few
pages, we describe in more detail how we have
progressed on each pillar over 2025.
Our Key performance
indicators (KPIs) are
explained on page 52
Read about our
Engagement with
stakeholders on page 45
Read about our work
in Sustainability
on page 32
to deliver a strong financial performance for our shareholders
and the fiscal strength we need to invest in future growth
Strategic pillars
Driving hospital performance
Continue to grow across our existing hospital
estate with increasing margins
See page 19
Expanding our proposition
Selectively invest to attract patients and meet
more of their healthcare needs
See page 22
Building on quality
Maintain strong quality and safety credentials
for patients and as a competitive advantage
See page 25
Investing in our workforce
Aspire to attract, retain and develop the most
talented people to our business
See page 29
Championing sustainability
Become recognised as a leader in environmental,
social and governance (ESG) in our industry
See page 32
Spire Healthcare Group plc
Annual Report and Accounts 2025
18
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Maximising growth in our hospitals
Our transformation programme aims to make our
business more efficient, improve service delivery,
enhance patient and consultant experience, and help
us to maintain the highest quality standards – so we
can deliver our purpose of making a positive
difference to people’s lives, through outstanding
personalised care. Getting care right, as evidenced by
our patient, colleague and consultant feedback,
results in good commercial outcomes and maximises
patient safety and experience.
Despite inflationary and employer cost pressures,
we are maximising performance in our hospitals and
laying the groundwork for transformation through
four key elements: centralisation, standardisation,
digitalisation and deploying AI. Each element requires
careful planning and significant support to ensure
that we transition our business safely, supporting our
colleagues and without disruption to clinical care or
financial outcomes. Our hospital colleagues
consistently provided exceptional patient care over
2025, throughout ongoing changes to systems
and workflows.
Transformation to centralise
In 2025, we added two more patient support centres
(PSC) in Cardiff and Seaham in County Durham to our
first in Brentwood. The new PSCs are helping us to
deliver a better experience for customers, colleagues
and consultants.
Bringing 36 administration teams together centrally
to three sites has improved patient response and
accuracy, providing a more seamless, consistent and
effective service. We have improved the number of
calls answered and reduced the number redirected or
unanswered. The teams are offering longer opening
hours, have simplified online bookings and have
better digital visibility of consultant diaries. While we
saw some initial disruption to private bookings after
their launch, and some concerns from consultants
while we onboarded new colleagues, this has settled
and the PSCs are now gaining in efficiency and
contributing towards improving private patient
trends and are a key platform for future growth as we
continue to integrate the business. Calls are now
being answered consistently above 95%, up from
60%, and our lost call rate is less than 3%.
Driving hospital
performance
Continue to grow across our existing
hospital estate with increasing margins
As a preferred provider and partner, we
aim to offer an outstanding patient
experience in our hospitals and ensure
we are easy to do business with.
–
Provide people with rapid access to
diagnosis and treatment
–
Provide market-leading offer to private
patients, with targeted growth in NHS
treatments
–
Outperform the UK’s overall hospital
market growth
–
Improve our hospital margins and
maximise opportunities
Highlights of 2025
–
Maximising growth: Invested in our
hospitals business to transform
performance – centralise, standardise,
digitalise and deploy AI-enabled
applications
–
Centralise and standardise: Three patient
support centres delivering faster response
times and better service
–
Driving to digitalise: Improved systems,
data and technological capabilities to work
more efficiently and support safer patient
care and smoother hospital operations
–
Clinically-led efficiency: Material savings
and efficiencies, delivered £30 million
savings in 2025
Priorities for 2026
–
Maximise the benefits of our patient
support centres to optimise the patient
journey making us easy to do business
with for patients, consultants and our
partners
–
New website and CRM system to deliver
better service
–
Ensure tight operational control to support
improved margin
–
Continue transformation to support
secure growth across the group with a
focus on efficient use of resources
OUR GOALS
HIGHLIGHTS AND PRIORITIES
Spire Healthcare Group plc
Annual Report and Accounts 2025
19
Our strategy
continued
Our PSCs also allow us to optimise space; we are
unlocking additional clinical capacity as we repurpose
former administrative space in hospitals for clinical
use. Where appropriate, additional space allows us to
move work from theatres, freeing up valuable space
for more complex work. At Spire Little Aston, for
example, the hospital achieved sustained growth
despite already full theatres. It ensured the right
patient was seen in the right place at the right time,
reallocating low-complexity procedures from main
theatres to minor theatres, reduced the length of
patient stay through redesigned clinical pathways
and re-allocated theatre lists using data-driven
review. This has achieved revenue growth and margin
expansion, all without major capital investment.
A strategy to standardise
Our three PSCs give us many opportunities to
standardise our processes, simplify our world and do
things ‘one best way’.
Across the organisation, we are automating
administrative tasks, and integrating and
standardising processes to drive hospital
performance, reduce costs and provide greater
consistency. For example we now use more generic
drugs, standardised prosthesis types, standard
reception tasks and end-to-end product management
from order to patient use.
Our new quality strategy articulates our collective
commitment to delivering safe, effective and
compassionate care across all hospitals. From the
newest starter to the most experienced colleague, it
aligns everyone to the same frameworks to
systematically create, document, implement and
monitor best practice across the hospitals business.
We are developing interdisciplinary collaboration
with cross-functional teams to improve workflows
and reduce inefficiencies. The strategy provides a
clear framework to provide the desired outcome in
line with guidance and best practice. It enables
colleagues to articulate clinical effectiveness, how it
is measured and why, understand targets, assurance
processes and procedures, and know when to
escalate and ask for support.
Driving to digitalise
We are investing in improving our systems, data
and technological capabilities so we can work more
efficiently and support safer patient care, smoother
hospital operations and smarter decision-making.
In 2025, we focused on creating the essential building
blocks for Spire’s long-term data strategy. This work
ensures we can make better use of data in 2026
and beyond.
Progress in 2025 includes:
–
New hospital insight data platform:
moving core
data from our main systems into a modern
platform, making data easier to access and use, and
providing contextual insights, revenue and patient
trends and consultant and employee
engagement metrics
–
Better data quality:
new processes to improve the
accuracy and reliability of important data,
including a new asset tracking system, helping us
manage equipment and software more efficiently
–
Tools for decisions:
developing a new reporting
and machine learning infrastructure to turn
complex data into clear trends and predictions,
helping the business improve efficiency
and performance
–
Centre of excellence for analytics:
consolidating
our main analytical teams into one centre of
excellence, accelerating the delivery of consistent,
high-quality insight
Our improved patient booking experience includes
online booking and better administration processes
across hospitals and central accounts payable teams.
Our new Purchase to Pay (P2P) programme
automates re-ordering and invoice receipting to
service increased invoice volumes without additional
resources and control costs and over 2025, we have
continued to refine the system. During 2026, we will
start to roll out an electronic journey from purchasing
through to patient experience, significantly improving
traceability and patient safety.
Strategy in action
Using AI technology to give faster access
to MRI scans with higher image quality
In 2025, we rolled out new AI technology in MRI
scanners to 21 hospital sites, bringing Spire patients
high-quality digital healthcare diagnostics.
AI technology is benefitting patients and
consultants. It provides sharper, clearer images by
removing noise and artefacts, even from lower
magnetic field scanners, and the MRI process is
speeded significantly as fewer images are needed.
We are working with a variety of software partners
including Siemens, Deep Resolve, Philips, Smart
Speed and GE to support our patients’ diagnoses
with assistance from these deep learning neural
network models, which learn complex patterns
from large volumes of data.
With this MRI AI technology, many patients are
spending less time in the scanner, particularly
important if they suffer from claustrophobia. Scan
times for orthopaedic knee MRIs, for example, have
halved from around 30 to 15 minutes. This also
allows hospital sites to see more patients – with
some reporting between four and six more patients
a day on average.
We are seeing patients earlier and giving them
quicker access to quality diagnoses. Spire benefits
too – not only is it helping us to fulfil our patients’
desire for speed of access to a quality service, the
technology, combined with more efficient ways of
working, contributed over £2.5 million in EBITDA
impact in 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
20
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
We are also developing stronger foundations for data
safety and compliance, investing almost £20 million
in IT in 2022-2024. We have upgraded key platforms
that help us monitor and control access to data, so
fewer people have unnecessary access to sensitive
files, giving us an enhanced ability to track and
prevent data leaks more effectively. Our asset
tracking system is live, helping us manage equipment
and software more efficiently. We have also hired
new experts in cybersecurity and resilience, providing
coverage across all Spire hospitals and central
functions. In 2025, we passed all major security
audits, including NHS requirements and national
certifications such as ISO 27001 and Cyber Essentials
Plus. Our hospitals are meeting high standards for
protecting patient data and are well-prepared for
future regulations.
Ambitious digitalisation and automation plans in our
hospitals business cover complex, large programmes
that take time to build, pilot and introduce across the
business. We have made progress during 2025, while
opting to re-platform some projects, as well as
standardising processes, which has added additional
complexity and taken longer than planned.
For electronic patient monitoring, we have worked
with our supplier for a number of months to develop
solutions that we are confident we can implement
safely, and look forward to the implementation
starting in 2026. With the data foundations in place,
we will be introducing more data and digitalisation
projects from 2026, including a new customer
relationship management system and updated
consumer website to enhance patient journeys and
ability to self-serve.
Deploying AI
We are investing in platforms with AI in mind and
taking an ethical and measured approach. In late
2025, we introduced a new AI framework, providing a
strong foundation to unlock the safe, secure,
responsible, and ethical use of AI across Spire. This
framework allows us to assess AI use cases, manage
AI-related risks, and govern the deployment of AI
solutions and capabilities to ensure they are
technically robust, clinically safe, and that third-party
suppliers are fully compliant with our guidelines.
Over 2025, we introduced image enhancement
technologies in 21 hospitals with an MRI. This
AI-powered image reconstruction technology enables
accelerated MRI scans. It is efficient and safe, as well
as reducing scan time and improving overall image
quality which is better for patients. Read more in our
case study on page 20.
In 2026, we will further explore the deployment
of AI to improve decision-making, enhance patient
experience, and drive operational efficiency. This will
enable us to turn data into actionable insights that
support better outcomes for patients and
the organisation.
Clinically-led efficiency
We continue to deliver material savings, efficiencies
and customer service improvements, and have
delivered £30 million in savings in 2025 and our
adjusted EBITDA margin for hospitals is 17.9% (2024:
18%). Further opportunities remain and we are
prioritising operational control, increasing capacity
and maximising utilisation across our sites.
In 2025, we evolved hospital staffing as part of our
ongoing efficiency and savings programmes, building
on best practice across our sites. We have moved to a
more flexible hospital resourcing model to increase
flexibility in the way hospitals resource clinical and
non-clinical teams to meet peaks and dips in demand
so we can better respond to changes, and continue to
deliver high-quality care across our hospitals. We have
aligned teams to consistent roles and responsibilities,
with simpler management structures, and have
rebalanced the way some teams are resourced, with a
mix of bank and permanent colleagues. In some
hospitals, we have reduced the number of permanent
colleagues, while bank colleague numbers have
increased. We tailored our approach to the needs of
each hospital, and while changes were made for
commercial efficiency, they were clinically-led
throughout with regular assessment
post-implementation.
Staffing levels are benchmarked for safety, with no
reduction to patient-facing clinical hours or target
safe-staffing ratios. A key part of our approach was
engagement with all our colleagues to ensure they
felt supported and listened to throughout the process.
Investing in our estate and latest technology
We continue to offer a well-invested, quality
infrastructure with a focus on innovation. As we seek
to provide the best environment and service for our
patients and colleagues, and contribute to our
sustainability aims, we have continued to invest in
improving our hospital sites in 2025. Our capex spend
was lower in 2025 as we start to see the benefit of
the investments we have made in recent years.
Major projects include:
–
Completion of solar photovoltaic panels at 36 sites
with two more under construction, generating over
3.5 million kWh in 2025 and saving over £880,000
–
Purchasing seven new robots for surgery, bringing
the total in the group to 29. Robotic-aided surgery
improves the accuracy and precision of surgery.
Patients who have experienced robotic surgery
may be less likely to experience complications,
more likely to experience less pain during recovery,
and are less likely to need revision surgery
–
Over £10 million on capital refurbishment,
engineering, fire safety, diagnostic and imaging
projects across the estate
–
Signed agreements with Genomics and EDX
Medical that will enable personalised prevention
support, treatment and care
Tracking our success
As a multi-site business, we have a ‘retail’ approach to
tracking performance and making trading decisions,
to drive consistency and give clear guidance to maximise
performance. We use key performance indicators to
track the performance of our hospitals. Through daily
reports and weekly site-led forecasts of activity and
cost, we review relevant levers to understand hospital
performance, including digital traffic and conversion,
bookings, workforce planning and costs, as well as
key support functions such as IT systems.
We capture use and application of data across the
business and use it to improve our insight and
improve processes. We review the data we submit to
external bodies such as PHIN, procedure registries
and PROMs, and use our data extensively for internal
assurance, as well as analysing consultant
intervention ratios, feeding into our key performance
indicators and key patient safety metrics.
Partnering with the NHS
Private healthcare has an important role to play in
tackling waiting lists and improving the health of the
nation across our hospitals, primary care and
workplace health services, in partnership with NHS
England, Scotland and Wales. We continue to help the
NHS bring down waiting lists.
In 2025, we signed a new partnership agreement
between the NHS and the independent sector,
committing to work together. While self-pay trends
have continued to improve and PMI trends are
broadly unchanged, this has not offset the well-
publicised recent slowdown in NHS commissioning
activity to the independent sector, due to NHS
budgetary restrictions, and we were disappointed to
postpone NHS patients late in 2025 and early 2026.
We are working with local commissioners to navigate
this near-term challenge.
We were selected as one of only two independent
healthcare providers to be a strategic supplier to the
NHS. We stand ready to enhance our partnership, as
we have the capability to help greater numbers of
NHS patients and honour their legal right to choice
of provider.
Services for children and young people
Children and young people (CYP) are an important
group of patients. Delivering services for them is
challenging owing to high costs and specialist
safeguarding requirements and structures for under
16s. We offer a broad range of CYP services
successfully in a hub and spoke model at scale,
ensuring quality and safety, with 12 hub sites offering
full services and 16 spoke sites and four clinics
feeding in. In 2025, we saw over 46,000 children in
our outpatient departments and cared for almost
5,000 on our inpatient wards. Services range from
initial consultation and diagnosis through to
treatment and surgery, including general paediatric
medicine, allergy, dermatology, orthopaedics,
gastroenterology, ear, nose and throat services,
cardiology and endocrinology.
Spire Healthcare Group plc
Annual Report and Accounts 2025
21
Our strategy
continued
Growth and synergies
Our primary care services business is a fast-growing
vertical that grew revenue by 10.5% to £133.7 million
in 2025, 7.5% on a comparable basis, with adjusted
EBITDA of £9.8 million (2024: £10.3 million), lower
year-on-year due to expected early stage losses in
new clinics. As we transform Spire, our ambition is for
primary care to grow, delivered through contract wins
in workplace health, more new clinic openings,
integration between primary and secondary care, and
limited M&A. We seek to capitalise on a fragmented
market, maximise referral pathways to hospitals and
maintain our position in NHS talking therapies in
the UK.
We have a clear customer focus and are targeting
three markets: the NHS, employer-funded care and
the direct-to-consumer market, each with different
drivers of growth. For more detail, see our market
trends on page 16.
Over time, more patients will be able to access
multiple services at a single destination under the
Spire Healthcare name. We will move from single to
multi-specialism sites to better deliver on our
business priority of providing more integrated
primary and secondary care services and meet the
needs of patients and employers.
We are beginning to realise the benefits of integrated
healthcare by leveraging Spire’s wider capabilities in
hospitals, while expanding our primary care network
geographically, underpinned by excellence in delivery.
For example, we have substantially cut waiting times
in our NHS talking therapies contracts over time,
speeding up access to care. From summer 2024, we
have reduced the 90-day waiting list by three-
quarters, removing over 9,000 people from the NHS
waiting list.
Expanding our
proposition
Selectively invest to attract patients and
meet more of their healthcare needs
Expanding our proposition enables us to
meet changing demands for healthcare,
reach a wider target market, and provide a
broader service to patients and the public.
–
Develop the group as an innovative
integrated healthcare business
–
Build new revenue and profit streams by
building and acquiring new services, as
well as partnering to expand our
proposition
–
Meet more of Britain’s healthcare needs
with a broader service
Highlights of 2025
–
Growth and synergies: Acquisitions of
Acorn Occupational Health and
Physiolistic, and continued integration
across previous acquisitions
–
New services: Opened first combined GP
and MSK clinic in Wimbledon
–
Workplace health: New occupational
health contract with John Lewis
Partnership
–
Mental health services, clinics and GP:
Large NHS talking therapies contract
mobilised in Derby and Derbyshire.
Opened new large clinic in King’s Lynn and
smaller ones in Clapham and Guildford
Priorities for 2026
–
Push organic growth in existing markets,
focusing on workplace health services
–
Continue integrating acquisitions to create
cohesive primary care division and improve
pathways into, and from, secondary care
–
Continue to develop and engage with
colleagues
OUR GOALS
HIGHLIGHTS AND PRIORITIES
Spire Healthcare Group plc
Annual Report and Accounts 2025
22
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
New services
We are acquiring services to broaden our proposition
in geographically adjacent markets to transform our
business and create a national primary care offering.
In March 2025, we acquired Acorn Occupational
Health, which provides occupational health services
to employer clients in multiple industry sectors, and
public-sector clients including the NHS. Acorn
expands our national footprint in occupational health
services alongside Vita Health Group and Spire
Occupational Health.
Acorn’s services support the safety and overall
wellbeing of employees through occupational health
assessments and provide solutions to protect
employees from work-related ill health and sickness
absence. The acquisition starts to create the
capability to win new future nationwide contracts,
support organic growth and more efficient
clinical resourcing.
In July 2025, we acquired Physiolistic, a physiotherapy
business with clinics in the Thames Valley area. It
provides physiotherapy services to self-paying and
insured patients via all major insurance providers,
including AXA, Bupa, Vitality and WPA. Physiolistic
fits well with our hospitals and our fast-growing
occupational health business – while providing a
springboard for future growth. It captures referrals
from Spire’s primary care regional employer-funded
MSK occupational health services and already
provides inpatient and outpatient services to Spire
Dunedin in Reading.
Workplace health
Workplace health is a growing market. Occupational
health specifically, is a £1.3-2.1 billion market
opportunity in the UK, growing at c10% per annum.
Our expertise offers decades of experience in
supporting employees across almost 1,400 employer
clients through Vita Health Group (VHG), Spire
Occupational Health, London Doctors Clinic and
Acorn Occupational Health. This includes
occupational health, mental health, physio, training
and wellbeing services to support employees. The
payor group, ‘employers’ covers a variety of
workplaces such as retail, manufacturing,
universities, schools and government departments.
We were pleased to win new contracts in 2025,
including a five-year contract to support the
employees of a major UK household-name retailer,
delivering occupational health services. This is in
addition to our existing services that supply mental
health interventions for those experiencing both
personal and work-related challenges, presenting
with clinical conditions from mild to moderate
severity. As part of this win, we welcomed a group of
new colleagues who transferred their employment to
Spire and now benefit from being part of a wider
team of workplace health professionals in the
Spire workforce.
Further contracts in 2025 are with household names
in travel and academia, and, in late 2025, we launched
a pay-as-you-go offering for SMEs, offering smaller
businesses the ability to either select the support
they need ‘as and when’, or for larger businesses to
‘try before they buy’, ahead of procuring
healthcare services.
In November 2025, Spire became one of over 60
vanguard businesses supporting Sir Charlie Mayfield’s
Keep Britain Working Review. The report drew
attention to the role employers can play in supporting
employee health to address the rising economic
inactivity driven by ill-health and disability. The next
three years will see the development of a framework
for prevention and intervention and how data and
benchmarks can guide workplace health provision.
We will contribute to those developments by sharing
our expertise as both an employer and provider of
workplace health services.
In 2025, we started merging our business-to-business
primary care services under a single management
structure, providing a more centralised and
integrated approach. Employers can now purchase
GP care, physio, mental health or occupational health
services for employees, enabling a more rounded
offering to employers of all sizes. We will move to
describe this offering as workplace health, under the
Spire Healthcare name.
Musculoskeletal care
We provide musculoskeletal (MSK) services to NHS,
private and employer-funded patients. Our physical
health services range from physiotherapy to exercise
classes and treatments, such as acupuncture and
injection therapy.
Through our MSK services, we aim to deliver a more
integrated patient journey, driving diagnostic and
orthopaedic surgery referrals to local Spire hospitals,
capturing referrals from Spire’s primary care regional
employer-funded MSK occupational health services,
and future new clinic openings.
In 2025, we have linked pathways and are now seeing
patients referred directly from physio into hospitals,
and hospital patients who need post-operative care
are offered Spire sites as options for treatment. For
example, our primary care services division also now
runs the physio element of Southampton Hospital
and, opened in 2025, a new clinic site in Wimbledon
offers physio, private GP and dermatology under the
Spire Healthcare name.
Spire Healthcare Group plc
Annual Report and Accounts 2025
23
Our strategy
continued
Mental health services
NHS talking therapies are effective and confidential
treatments for conditions including depression and
anxiety. This area of our business operates through
long-term contracts, giving a high degree of
revenue visibility.
We work with multiple NHS integrated care boards
across England and went live with a contract in Derby
and Derbyshire in 2025. Over 7.8 million people have
access to our NHS talking therapies, almost 130,000
people used the services in 2025, and 96% of those
using the services say they are satisfied.
Our other mental health services include cognitive
behavioural therapy, guided self-help and group
therapy. Spire Mental Health harnesses the expertise
of our experienced and accredited mental health
therapists to give self-pay patients confidential access
to virtual cognitive behavioural therapy and
counselling. Patients can gain fast access to
treatment and book and pay online without a GP
referral. Through our workplace health offering we
support employees with mental health care to help
them stay in work, and, where appropriate, return to
work quicker.
Spire clinics
Our three diagnostic and outpatient day case large
clinics conduct lower complexity care that doesn’t
require an overnight stay, enabling us to see patients
in the correct setting for their care. They also free up
space in our hospitals for more complex care, meet
the healthcare needs of more people and build
relationships with new consultants. We continue to
expand our clinics and opened a new site in King’s
Lynn in 2025, joining Abergele and Harrogate.
Private GP services and small clinics
Our nationwide private GP network delivers around
8,000 appointments each month. Spire GP is
available in all 38 hospitals, providing patients with
GP appointments of flexible length, and a fast way
to access the diagnoses and treatments we offer in
our hospitals.
London Doctors Clinic (LDC) has 20 rapid-access
clinics in central and greater London, including new
clinics in Clapham and Guildford in 2025. Offering
same-day face-to-face private GP appointments, our
clinics provide health screening, blood tests and other
GP services, and provide a seven-day service with a
variety of appointment lengths and online options.
Consultants from Spire hospitals in outer London
now run dermatology clinics in central London,
allowing referral to secondary care services in our
hospitals from our private GP service. In 2026, our
small clinics began offering access to predictive
health testing by Genomics. This testing can enable
patients to make informed choices about their health
and lifestyle. A saliva sample of DNA is analysed by
Genomics to develop an individual’s polygenic risk
score and to reveal their personal risk of developing
common health conditions like heart disease, type 2
diabetes, breast cancer and prostate cancer.
Patients can also book with Spire Mental Health
through the LDC website and employers can access
GP care for their employees.
In the future, our aim is for smaller clinics to offer
multi-specialty care including private GP, physio,
dermatology and occupational health under one roof,
delivering on our ambition to provide an integrated
offering to patients and employers. In 2025, we
opened small clinics in Wimbledon and Kingston
under the Spire Healthcare name. See our case study
on this page for more details.
Strategy in action
Expanding
community health
care with wider
clinic offering
In December 2025, we opened a new local private
physiotherapy, dermatology and GP clinic in
Wimbledon, extending our high street network
of small clinics for local employer-funded and
private patients.
Providing people with fast access to same-day
appointments, and online booking, patients can
access a range of primary care services and be
referred to Spire hospitals for treatment. Patients
can collect medication prescribed during their
appointment directly from their GP, ensuring we are
delivering high-quality and personalised healthcare.
Physiotherapy services are delivered by our expert
physiotherapy team using the latest research and
specialist equipment for targeted treatment
including knee, foot, ankle, hand and sports injuries.
Private GP services include blood tests, sexual
health, mental health support, medical certificates,
as well as dedicated men’s and women’s health
care. Patients can also be referred for diagnostic
investigations with access to MRI, CT scans, x-ray
and ultrasound facilities, supporting conditions
across orthopaedics, urology and cardiology.
Consultations are available in multiple languages,
with the option to book online appointments.
Local families now have easy access to fast,
high-quality GP and physiotherapy services,
while local companies are also able to sign up to
provide their employees with fast access to
healthcare when they need it to ensure they
remain healthy at work.
Spire Healthcare Group plc
Annual Report and Accounts 2025
24
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Outstanding clinical quality
As a key part of our purpose of making a positive
difference to people’s lives, through outstanding
personalised care, quality is at the heart of everything
we do. Our new quality strategy, launched in April
2025, is the umbrella for our core frameworks, and
supporting colleagues to deliver high-quality, safe
care for everyone, everywhere, every day. Our quality
strategy reaffirms our dedication to continuous
improvement, ensuring that core principles of patient
safety, experience, clinical effectiveness and
outcomes and quality improvement remain our top
priorities. It sets out clear objectives, supported by a
robust ward-to-board governance framework, to
monitor progress and drive meaningful change.
98% of our inspected hospitals and clinics are rated
‘Good’ or ‘Outstanding’ or the equivalent by
regulators in England, Scotland and Wales. In 2025,
Spire Claremont Hospital maintained its ‘Good’ rating
by the Care Quality Commission (CQC) in its first
inspection since Spire Healthcare acquired the
hospital in 2021. We are still awaiting reinspection of
Spire Alexandra in Kent, which has not been
inspected since 2016/17.
Patient experience
We seek to deliver patient care that is personalised
and responsive to patient needs and aim to foster an
inclusive environment for patient participation in
decision-making; understanding our patient’s
experience through their eyes and using multiple
ways to gather feedback.
Our patient experience and engagement framework
helps us to meet the bespoke needs of our patients
by ensuring care is efficient, secure, attentive,
connected and committed. We now measure how we
are meeting these needs, which enables us to deliver
the best experience to our patients, capture
experiences, celebrate achievements – empowering
our teams to listen, learn and act. Our hospital patient
experience leads meet nationally to share local
examples of learning, explore themes for complaints
and best practice, and examine national statistics.
Building on quality
Maintain strong quality and safety
credentials for patients and as a
competitive advantage
We focus on maintaining high-quality and
patient safety across the organisation,
underpinned by an open, learning and
quality improvement culture.
–
100% of our inspected locations achieve
‘Good’ or ‘Outstanding’ ratings from
regulators in England, Scotland and Wales
–
Sector-leading patient satisfaction
–
Above-average patient recorded outcomes
Highlights for 2025
–
Clinical quality: Launched new quality
strategy for the hospitals business
–
Patient experience: Showcased
outstanding care allowing shared learning
and improvement
–
Patient safety: introduced SEIPS (Systems
Engineering Initiative for Patient Safety), a
framework to learn from issues across a
system and how elements connect
–
Clinical excellence: New development
programme for directors of clinical
services in hospitals plus ongoing awards
to colleagues for excellence
Priorities for 2026
–
Continuing to make it easy for our
colleagues to do the right thing
–
Continuing to improve efficiency, peer
reviews and use of data to understand
progress
–
Showcasing outstanding care,
encouraging shared learning and
improvement
–
Launching our electronic hospital patient
observations, clinical tools
OUR GOALS
HIGHLIGHTS AND PRIORITIES
Spire Healthcare Group plc
Annual Report and Accounts 2025
25
Our strategy
continued
We use information from patients to improve care
pathways and engage patients and families when
we design and evaluate our services. Our patient
experience leads hold regular patient forums to
better understand specific issues raised by patients
to identify areas for improvement and create
solutions in partnership. In 2025, we started to share
real-life patient experience stories at governance
meetings to amplify patient voices in our
governance systems.
Our ongoing hospital patient surveys help us to
understand key issues in care, as well as other
comparable metrics such as the Friends and Family
Test (a metric used by the NHS). In 2025, 97% (2024:
97%) of our hospital patients rated their experience
as ‘very good’ or ‘good’, while 95% (2024: 95%) of
patients said they felt ‘cared for’ or ‘looked after’
in our hospitals. We have started to report hospital
patient feedback separately for outpatients and
imaging, in order to focus on specific improvements
in those areas in future.
In 2025, 96% of NHS talking therapies patients were
satisfied with treatment (2024: 94%), and 79% of
musculoskeletal patients were satisfied with a return
to work rate of 96% (2024: 81% and 95%).
We seek to empower patients to understand their
care and equip patients with the right information to
understand their conditions, treatment options, and
healthcare journey, and aim to tailor care to patients’
cultural, linguistic and personal preferences to
improve patient satisfaction and outcomes.
Shared decision-making is a key part of our patient
engagement approach. We train all relevant clinical
colleagues in shared decision-making processes so
that patients remain central to key decisions along
their treatment pathway.
We review our data in the context of other published
data. In 2025, Spire was not an outlier for our
transfers out, mortality or other key nationally
published indicators. We monitor the transfer out of
patients to another facility as a quality KPI and review
each transfer out to learn and spot any trends. Our
transfer out rate remains extremely low. We report
NHS England patient safety events via the national
system and benchmark with all NHS providers.
Patient safety
Patient safety is a core component of every aspect
of care delivery. We endorse the patient safety
principles published by the National Patient
Safety Commissioner.
We use standardised protocols, implementing
evidence-based clinical guidelines and processes
for high-risk procedures to enable adherence to best
practice. We continue to build and promote a safety
culture as we transform the business and encourage
colleagues to report events and near-misses without
fear of blame.
We are committed to learning from patient safety
incidents and improving our care. The Patient Safety
Incident Response Framework (PSIRF) process
supports us to engage early and transparently with
colleagues and patients, and we undertake duty of
candour when required.
PSIRF recommends learning from incidents, with
considered responses and supportive oversight, focused
on strengthening response systems and improvement.
Now 18 months after implementation, PSIRF systems
and processes helping us to further improve our
safety-first culture. Although PSIRF is only mandatory
in England and when treating NHS patients, we have
rolled it out across hospitals in England, Wales and
Scotland for both NHS and private patients because
it’s such a good opportunity to continually manage
and apply learning in a positive way.
Having a single framework in place for all patients
provides consistency and equity. We respond to all
patient safety incidents through a robust
methodology and improvement plans, with
compassionate engagement and involvement with
those affected. Our PSIRF plan, published on our
website, highlights how we respond to any patient
safety incidents.
We use comprehensive incident reporting and risk
assessment tools to identify potential risks and hazards
before they result in harm, and seek to continually
improve incident reporting, including data quality,
aiming to reduce adverse events. We have a rigorous
approach to assess how each hospital is functioning,
with our patient safety metrics including processes
and policies, colleague and patient feedback.
In 2025, we introduced SEIPS (Systems Engineering
Initiative for Patient Safety), a framework that
identifies and learns from patient safety issues by
analysing an entire work system and how different
elements connect, to understand why an event
happened, and how to prevent it happening again.
SEIPS has been fundamental in helping us to drive our
performance in key areas. For example, to reduce the
rate of avoidable venous thromboembolism (VTE) we
conducted a project using QI principles, including a
SEIPS review, and developed action plans. Over two
years, we have successfully reduced avoidable VTE by
64% in surgical patients. See our case study on page
28 for more details.
2025 has seen us continue to plan the delivery and
implementation of a significant clinical
transformation project, clinical tools. The project will
deliver electronic recording of patient’s physiological
observations in all hospitals and, in the first phase,
allow electronic recording of patient’s fluid balance
measurements. These digital tools will transform the
way colleagues record and monitor both adult and
paediatric patients’ vital signs, automating
calculations and triggering alerts, replacing paper
charts for improved safety, efficiency and real time
visibility on electronic devices. Piloting at three
hospitals begins in the first half of 2026.
Our hospital leaders attend a daily safety briefing to
share key developments and determine any
improvements, as well as weekly meetings for all
central function colleagues. We also hold fortnightly
meetings for senior leaders and a detailed weekly
briefing for cascade.
We collate learnings from incidents across all
hospitals and sources in our quarterly learning report,
which we discuss at hospital, executive and board
quality meetings. We support hospitals with toolkits
to share learning and share learning outcomes across
the group including 48-hour flashes and fortnightly
consultant newsletters.
Our regular patient safety quality review (PSQR) visits
make sure our hospitals are meeting the standard
that we expect across the group, supporting sites to
maintain high-quality, prepare for future regulatory
inspections by regulators, and ensure that patients
are having a positive and safe experience. As part of
our clinical audit approach, a team of clinical
specialists conducts regular clinical audits through
PSQR on-site visits and hospital performance reviews.
Some areas are reviewed virtually rather than on site,
such as resuscitation, blood transfusion and
management of VTE. These processes help us to
assess compliance with evidence-based protocols, as
well as to assess progress, provide support and refine
strategies, and improve clinical decision-making.
Our knowledge and learning framework, introduced
in 2024 and embedded across our hospitals, provides
best practice templates, clarifies the process for
escalating learning to group-wide forums, drives
embedded and sustained change, and ensures
accessible and effective safety improvement plans
for all colleagues from ‘ward-to-board’. We have
embedded this framework throughout our hospitals,
helping our colleagues to share their experience of
different situations across Spire.
Clinical effectiveness and outcomes
We aim to ensure that care we provide is based on
the best available evidence and delivers optimal
patient outcomes. Our clinical effectiveness
framework enables our hospitals to measure
compliance with clinical effectiveness, including
clinical outcomes, National Joint Registry (NJR) and
patient-reported outcomes, with key metrics
including NICE guideline compliance, audit
performance and MDT engagement. The openness
and transparency of our hospital teams in ensuring
they meet these standards contributes to our culture
of learning and improvement.
Spire Healthcare Group plc
Annual Report and Accounts 2025
26
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Our ’ward-to-board’ committee structure oversees
the execution of our quality strategy and alignment
with our overall business strategy. We continue to
strengthen our governance standards, with
integrated assurance and board oversight, using data
to support hospitals through comprehensive
reporting processes. Our hospitals can see where they
sit based on their performance and we have oversight
of key metrics to identify, manage and mitigate any
areas of concern; the data behind these metrics
dashboards has been made more accessible and
contextual in 2025.
Our assurance model monitors policies and processes
and identifies areas of excellence and improvement,
supporting good regulatory inspection outcomes.
Hospitals with excellent new practices and those
learning from mistakes present to national
committees to spread and embed learning. Our
pathology management was highlighted as best
practice in Dame Penny Dash’s patient safety review
in 2025.
The safety quality and risk committee, and clinical
governance and safety committee, review all KPIs and
forensically probe for themes, trends or opportunities
for patient safety improvement across both hospitals
and primary care. It scrutinises consultant
performance; identifies quality outliers by consultant,
hospital or procedure; supports full compliance with
our policies around multidisciplinary meetings,
especially in cancer; and reviews specialist services
such as cardiac and young people’s services. It also
reviews any learnings arising from mortality reviews
and regularly receives a presentation from hospitals
on patient safety improvement. Subcommittees of
the board cover specific topics including incidents, QI,
mortality, medical professional standards, VTE and
data governance.
Our integrated quality assurance framework includes
a clear meeting structure that enables ward-to-board
reporting. We have hospital, executive and board-
level KPIs, with a subset of KPIs reported to the board
monthly. An expanded report with all KPIs provides
information, context and actions to our board (clinical
governance and safety committee) and executive
(safety quality and risk) quality subcommittees to
support robust conversations around assurance.
As part of organisational changes and transformation
in 2025, we conducted a quality impact assessment
to ensure we had effectively safeguarded quality
management and governance. We asked all sites
to undertake a quality impact assessment from a
risk perspective and then created a post
implementation review so we can continue to
monitor key areas of risk such as quality, safety, and
patient and colleague experience.
The outcome of the post implementation review was
shared with executive colleagues through our safety
quality and risk committee and demonstrated, across
all the reviewed metrics, that the organisational
changes made in 2025 had not adversely affected
patient safety.
Quality improvement
Quality improvement (QI) uses the knowledge and
expertise of our colleagues who are delivering
frontline care to make changes, resulting in better
outcomes from change and an energised workforce.
Our QI culture aims to, as we transform Spire, allow
colleagues to continually seek to develop better and
more efficient ways of working, through evidence-
based practices and data-driven decision-making.
PSIRF links with Spire’s QI approach, and training
interest and attendance has increased over 2025,
which is testament to the engagement and group-
wide culture of continuous improvement, and is
essential for sustained excellence. Through data-
driven interventions, cross-functional teamwork,
and a commitment to sharing best practices, we
will continually refine our processes to enhance
patient care.
In 2025, our QI programme continued to drive
measurable advances in patient care, safety and
operational efficiency across our hospitals. Locally-led
initiatives are at the heart of our approach,
underpinned by three priorities: reducing average
length of stay (AvLOS), minimising avoidable
cancellations, and decreasing unplanned day case
to overnight conversions.
In 2025, we further reduced AvLOS across several key
procedures; hip replacements by 0.22 days and knee
replacements by 0.25 days, over a total 29,000
procedures. This has saved just over £1 million.
As stay has shortened over the last four years, so have
patient notes for each stay; we predict we will save
over 800,000 sheets of paper in 2026 from this
project. In 2026 we will also introduce more point-of-
care testing to enable more timely and effective
discharge planning.
The quality of our work continues to be recognised. At
the LaingBuisson Awards 2025, Spire was a finalist for
Best in Healthcare Outcomes for reduction in AvLOS
in orthopaedics and a finalist in the HSJ Partnership
Awards 2025 with NHS England for the Best Elective
Care Recovery Initiative. During the judging, we
demonstrated how we have spread our proven
outcomes to NHS hospitals, lowering stays for NHS
patients too.
Work to reduce avoidable cancellations centred on
strengthening pre-operative assessment processes.
This has led to a measurable reduction in avoidable
cancellations and improved clarity in reporting
definitions.
Our QI Training Academy is a cornerstone of our QI
culture. In 2025, almost 450 colleagues successfully
completed Foundation-level QI training, supporting a
range of impactful projects, including:
–
Developing an enhanced recovery pathway for
spinal procedures
–
Enhancing pathways for neurodivergent patients,
which we shared with NHS Elect, and contributed
towards National Autistic Society accreditation
–
Increasing the recycling and reuse of mobility aids
to support environmental sustainability
Driving clinical excellence
We are committed to empowering our colleagues,
driving sustainable improvements in patient care and
raising the profile of healthcare leadership nationally.
Our clinical effectiveness and outcomes framework
demonstrates that the care we deliver provides the
desired outcomes, in line with guidance and best
practice. This framework covers five toolkits: national
audits and registries, internal best practice, external
best practice, multi-disciplinary teams, and clinical
documentation. Each toolkit provides guidance and
support on compliance, reporting, tools and support
for our teams to ensure we support them to deliver
best practice, and to measure and analyse outcomes.
Our five-year nursing and allied health (AHP) strategy
(2023-2028) supports our nurses and AHPs to practise
to high professional standards. It has three key pillars:
developing our workforce, delivering clinical
excellence and enhancing professional pride.
Our driving clinical excellence in practice programme
supports our registered nurses and allied health
professionals’ continuing professional development
and the requirements of their professional
revalidation. The programme has now been adapted
across the hospitals business to help support
colleagues’ professional career development and
growth. Focus areas include compassionate
leadership, lessons learned and quality improvement,
and it evolves continuously in response to clinical
priorities and changes in practice.
In 2025, 137 colleagues started the programme. In
June, some of these colleagues, with earlier
participants, were awarded certificates and pin
badges by the group chief nursing officer, in
recognition of their graduation from the programme.
In early 2026, our driving clinical excellence
programme was accredited by the Royal College of
Nursing professional development accreditation
service. Accreditation is the mark of quality for health
care training, guaranteeing quality and excellence for
organisations. Accreditation further endorses our
commitment to providing high-quality professional
development for our nursing and allied health
professional colleagues.
137
colleagues started the driving clinical excellence in practice
programme (2024: 350)
Spire Healthcare Group plc
Annual Report and Accounts 2025
27
Our strategy
continued
We continue to actively contribute data to relevant
registries such as the National Joint Registry (NJR).
In 2025, every hospital achieved the Quality Data
Provider certificate, with 34 receiving the ‘gold’ award
(2024: 35 and 25) which shows commitment to
patient safety through data submission and quality.
Of 16 chemotherapy units, 15 are recognised with
the Macmillan Quality Environment Mark (MQEM)
accreditation (2024: 15) and we have 13 hospitals
with accreditation by the Joint Advisory Group on
endoscopy with two undergoing re-validation (2024:
14).
We recognise the dedication and care of clinical
colleagues across Spire Healthcare hospitals. The
Diseases Attacking the Immune System (DAISY)
Awards recognise extraordinary nurses registered
with the Nursing and Midwifery Council and rewards
them for their nursing achievements. The Inclusive
Recognition of Inspirational Staff (IRIS) Awards
recognise other clinical colleagues for providing
excellent care to our patients. In 2025, we awarded
7 DAISY awards and 17 IRIS awards.
We are proud to stand alongside the Florence
Nightingale Foundation in developing the next
generation of healthcare leaders and have supported
seven of our nurses to apply for the Florence
Nightingale Scholarship. Starting in April 2026, the
scholarship is an 18-month national leadership
programme that provides high-quality leadership
development, individual coaching and mentoring,
and access to an extensive national network of senior
nursing and midwifery leaders.
2025 has also been a significant year for our new
Directors of Clinical Services (DoCS) development
programme, which aims to develop the skills and
leadership qualities of our DoCs and raise their
awareness of good governance and culture.
The leadership module is provided by Hilary Garrett,
who was previously the Deputy Chief Nursing Officer
for England.
Freedom to Speak Up
Having the right culture is core to a safe patient
environment. We support a culture of excellence and
engagement, and we place a strong focus on
openness and transparency. Ensuring our colleagues
feel psychologically safe is a prerequisite for
improving quality and providing safe care. We
prioritise a Freedom to Speak Up (FTSU) culture, and
support those who may feel that they can’t speak out.
Everyone at Spire has a voice, will be listened to, and
should know there is an avenue to raise concerns or
ask questions.
We use colleague responses and feedback alongside
listening sessions to shape our speak up culture. In
our 2025 survey, 61% of colleagues say they would
feel comfortable raising concerns (2024: 71%).
Our network of 259 FTSU guardians and ambassadors
are a key component of our governance and sit across
all clinical and non-clinical locations. The FTSU
guardians are championed by our chief executive
officer, who meets regularly with them, and holds
colleague forums at site visits, without management
present, to encourage openness and trust. We submit
our FTSU data to the National Guardian’s Office
(NGO) quarterly to support transparency.
Colleagues can submit a FTSU concern via risk
management software, managed by our trained
guardians. Colleagues also have access to an
independent, confidential whistleblowing helpline,
enabling them to raise anonymous concerns. Training
is mandatory for all colleagues and consultants who
practise solely in our hospitals. Colleagues use the
NGO’s three training modules: ‘Speak Up’ training for
all colleagues, ‘Listen Up’ and ‘Follow Up’ are for
managers. We have integrated FTSU initiatives across
the group with monthly meetings, and all guardians
attending one group annual conference. We involve
the NGO in our annual Spire Guardian conference,
and hold our annual FTSU month in October, which
aligns to the NGO national campaign, and raises the
profile of speaking up and of the guardian role.
We use a Spire version of Martha’s Rule, called Ask to
Escalate. This provides family members with the
ability to request a second opinion if they are
concerned. It also supports our culture of listening.
Strategy in action
Improving VTE outcomes
Over the past two years we have focused on
reducing the rate of VTE (venous
thromboembolism) incidents for all patients having
surgery in Spire hospitals, with a target of reducing
the avoidable rate of VTE by 50%, as well as aiming
to improve recognition of and care for those who
develop a clot.
VTE is a serious condition involving blood clots
forming in deep veins, usually the legs, which can
travel to the lungs causing a life-threatening
pulmonary embolism. Elective orthopaedic surgery
can have higher rates of VTE after surgery, a
complication that can be life threatening and is
always traumatic.
Our award-winning work has reduced VTE incidents
at Spire by 26%, and we have beaten our target by
reducing avoidable VTE by 64% over the past two
years. We have prevented more patients from
developing a complication with potential far-
reaching consequences – even the smallest VTE
leads to at least three-months drug therapy.
Starting in summer 2023, we reviewed the VTE
process throughout our UK hospitals and visited 11
Spire hospitals to observe best practice and identify
issues. Our team interviewed colleagues and sought
important patient feedback on VTE treatment
experience and prevention information. From this,
we identified areas of concern and options for
redesigning the VTE pathway including changes to
VTE processes and policies, new mobilisation
after-surgery and treatment targets, improved VTE
training for staff, and a new VTE audit package. We
have also improved our recognition of VTE,
increasing the number of patients treated within
NICE timelines by 82%.
We continue to protect our patients from harm and
share our learning widely to protect other patients
in every setting in the UK, including the NHS.
Our efforts have been recognised externally – we
are a finalist for VTE reduction by the HSJ
Independent Providers Awards 2026, were Highly
Commended by Thrombosis UK for VTE
management, and the National VTE Exemplar
Network awarded Spire Healthcare Group Exemplar
status – a ‘kite mark’ of high-quality VTE
preventative care. Exemplar Centres demonstrate
high standards in VTE care through dedicated leads,
multi-professional committees, robust audit
programmes, and quality improvement processes,
serving as models for others in the field.
24
awards given: 7 DAISY and 17 IRIS awards (2024: 31)
Spire Healthcare Group plc
Annual Report and Accounts 2025
28
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Creating a positive working environment
Our purpose is to make a positive difference to
people’s lives through outstanding personalised care
– and that starts with our own team. Engaged
colleagues are at the heart of Spire’s success. When
people feel valued, supported, and connected to our
purpose, they deliver their best for our patients,
customers, and each other. High engagement is
linked to improved patient care, stronger teamwork,
and higher retention.
As we transform our business, we aim to achieve a
positive working environment while being flexible
and effective, and making it easy for our colleagues to
do the right thing. Our five key themes for 2025, led
by our CEO, embrace investing in our workforce. They
include ‘Listen up’ – embracing the gift of feedback,
so we are open, honest and safe; ‘Inspire kindness,’
having an open and honest culture; and being a
‘Change champion,’ so our future works better for
everyone.
Engaging with and supporting colleagues
As part of building an integrated, innovative and
sustainable healthcare business for the future, our
business needs to continue evolving. Our three
Patient Support Centres (PSCs) are an exciting step in
our transformation journey and through
standardisation, centralisation and digitalisation, we
are improving our patient experience.
In 2025, we brought most administration together
centrally in these three sites. We also altered clinical
staffing to increase flexibility in the way hospitals
resource clinical and non-clinical teams to meet peaks
and dips in demand. We recognise that this evolution
has been difficult for some colleagues and continue
to support them through Spire’s transformation.
Many thanks to our colleagues for their hard work
and support throughout the process.
Listening to and engaging with our colleagues is key
to driving positive change at Spire as we transform.
How we engage with colleagues takes different
formats, including an annual engagement survey and
regular time with line managers so we can better
hear and act on feedback from our colleagues in real
time.
Investing in our
workforce
Recruit, retain and develop great people
With the shortage of clinical staff across the
healthcare sector, we aspire to attract,
retain, train and develop the most talented
people to our business.
–
Sector-leading colleague satisfaction
–
Sector-leading consultant satisfaction
–
Sector-leading private hospital
apprenticeship programmes
Highlights for 2025
–
Engaging with and supporting colleagues:
Supporting colleagues through business
transformation and move to flexible
clinical structure and creation of PSCs
–
Equity, diversity and inclusion (EDI): key
areas mapped in 2025
–
Training and development: New learning
management system for hospitals and
central functions colleagues
–
Working with consultants: New online
booking for some private patients,
improved call response and a new
consultant portal
Priorities for 2026
–
Preparing for the Employment Rights Act
–
Championing colleague voice and building
on our engagement work to ensure we
have strong mechanisms to engage with
our people
–
Evolving our focus and approach on EDI
–
Further developing the leadership
capabilities of our managers
OUR GOALS
HIGHLIGHTS AND PRIORITIES
Spire Healthcare Group plc
Annual Report and Accounts 2025
29
Our strategy
continued
In 2025, we moved the colleague survey to one
platform to enable us to better understand
satisfaction across the business and how that
connects to organisational performance. A new
questionnaire ensures every measure supports
colleague engagement and delivers clear, actionable
insights. Key questions from previous surveys have
been retained, to compare results year-on-year. The
survey in 2025 included all colleagues in hospitals and
primary care, allowing us to measure colleague
experience consistently across every business unit,
providing direct, like-for-like comparisons. In 2025,
64% of colleagues were proud to work for Spire
Healthcare (2024: 76%), a lower number, but it
remains competitive against industry standards and
during a period of change. We have also introduced
six KPIs to give a clear, consistent way to measure
what matters most to our colleagues and to track
progress on the things that drive engagement and
retention across the employee lifecycle.
In 2025, we rolled out Viva Engage, a colleague
networking and information sharing platform, across
all hospitals and added private online networks to
give colleagues more opportunities to connect, share
knowledge, access resources and build communities.
Equity, diversity and inclusion
We believe that equity, diversity and inclusion (EDI)
are core to sustaining a successful business, and we
aspire to create an environment where everyone is
respected and cared for, and where we celebrate
differences. We want to ensure that our colleagues
feel confident to bring their whole selves to work,
which in turn makes us stronger as a team and
a business.
Over 2025, we continued to develop and inform our
updated EDI strategy, which we plan to launch in
2026. This timing is slightly later than envisaged but
considers the significant organisational change that
Spire has undergone over 2025.
We have identified three key areas of EDI focus:
–
Data: identifying the information we need to
capture to help us better understand our
workforce
–
Networks: developing a standardised framework
to cover our different network groups
–
Local impact: collating local initiatives and
developing EDI leadership toolkits to support
colleagues in making EDI changes locally.
In 2026, we will introduce our first group-level
inclusion and wellbeing role, leading strategy and
action plans, oversight of inclusion and wellbeing
networks, and identifying and sharing best practice
across the group.
Our network groups provide safe spaces for our
diverse colleagues to discuss issues of relevance,
raise awareness and influence, and include our Let’s
Talk LGBTQ+ network, menopause network and race
equality network in the hospitals business and
similar networks in primary care. Each network
group has sponsors from our executive committee
who provide critical endorsement and make a
positive impact in the continuing development of
Spire’s inclusive culture.
We were pleased to be the leading UK healthcare
company in the FT Statista Diversity Leaders 2026
index, and 223 in the world (out of 800) based on a
survey of 100,000 employees across Europe. This year,
the FTSE Women Leaders Review ranked Spire 6th in
the FTSE 250 and 2nd in healthcare and we featured
as a top 100 business by Women in Work (WiW100)
for senior female leaders. Companies included in the
WiW100 must achieve more than 33% female board
representation, a gender pay gap under 15% and
publicly published parental leave policy.
Colleagues proud to work for Spire Healthcare
64%
(2024: 76%)
Spire Healthcare annual survey 2025.
Consultants who describe the care provided to patients
in hospitals as ‘excellent’ or ‘very good’
84%
(2024: 84%)
Spire Healthcare consultant survey 2024.
Strategy in action
DAISY awards celebrate patient care
Our aim is always to ‘go the extra mile’ for our
patients, and nurses are recognised for this. The
internationally-recognised Diseases Attacking the
Immune System (DAISY) awards for extraordinary
nurses by the DAISY Foundation celebrate
registered nurses and nursing associates who go
above and beyond for patients. Any patient or staff
member can nominate a nurse for an award for
their care.
This might be providing extra pastoral support or
reassurance, championing learning disabilities or
providing personalised aftercare. The DAISY award
recognises the small things that nurses do every day
to make a difference in patients’ lives. Good nursing
care can have an important and meaningful impact
on the lives of so many.
Awards are always presented by senior
management and include the presentation of the
DAISY Award certificate, honoree pin, and a
beautiful Healer’s Touch sculpture representing the
bond between nurses and their patients.
IRIS (Inclusive Recognition of Inspirational Staff)
awards have also been rolled out at Spire and are
designed to complement the DAISY scheme to
enable all clinical colleagues to be recognised in a
similar way.
In 2025, we presented colleagues with seven DAISY
awards and 17 IRIS awards (2024: 31).
Spire Healthcare Group plc
Annual Report and Accounts 2025
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Governance report
Overview
Strategic report
Financial statements
Other information
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3
4
5
7
6
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Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
%
0
5
10
15
20
25
%
Jan
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Mar
Apr
May
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Our strategy
continued
Valuing and rewarding colleagues
With the introduction of new PSCs and flexible
hospital clinical resourcing, we are better able to
respond to changes in patient demand.
We have implemented our new reward framework
across the hospitals business, which will help us give
colleagues a clear sense of where they fit in Spire’s
structure, how we reward them and their potential
career path.
Our hospitals colleagues have access to PMI cover and
a comprehensive health assessment every other year.
We also offer a comprehensive employee assistance
programme, providing confidential advice and
support online and via a free helpline, available 24/7
to clinical and non-clinical employees. In 2025, we
introduced a new benefit, offering all hospitals
business colleagues three private virtual GP
appointments a year. Hospitals business colleagues
received a salary uplift of 3.2% from December 2025.
Primary care colleagues received salary uplifts of
between 3% and 5.5% in the year to April 2025.
Training and development
The market for talented healthcare colleagues
remains competitive, with demand for specific roles
such as specialist nurses and pharmacists particularly
high, so we continue to prioritise career development
and innovative training opportunities as our business
transforms.
In 2025, we launched a new learning management
system for the hospitals business. It is more user-
friendly, allocates training by role more effectively
and will allow us to better report on mandatory
compliance. While this was launched later in the
year than originally scheduled, we continued to
maintain support for new starters and colleagues
with ongoing training requirements to meet safety
and quality standards.
As we continue to transform our business, we will
build on our career framework to support employee
career progression and to give more visibility into the
different learning colleagues can achieve to progress.
Our apprentices benefit the broader healthcare
system, including the NHS. Since our programme
began in 2017, Spire has supported more than
550 colleagues through to their apprenticeship
graduation. In 2025, 112 colleagues graduated, of
which 31 were nurses with 25 of those still working
at Spire. We have apprenticeships across many
clinical areas, including nursing, biomedical science,
physiotherapy, pharmacy, medical laboratory
technicians, as well as non-clinical disciplines.
Alongside our apprenticeship programmes, we
offer many other training opportunities and
student placements.
Spire has collaborated with Liverpool John Moores
University (LIMU) to develop a new Healthcare
Master’s degree (MSc) in Integrated Governance and
Leadership, a pioneering programme designed to
strengthen leadership capability, elevate governance
practice, and support the future of safe, high-quality
healthcare delivery. This collaboration brings together
LJMU’s academic excellence with our deep, real world
governance expertise. Over 18 months of co-
development, our governance leads shaped the
curriculum, contributing practical insights, sector
intelligence, and thought leadership to reflect the
realities of modern governance. The course will begin
in May 2026. For information on our specialist clinical
training and development, including our DoCs and DCEP
development programmes, go to pages 27 and 28.
Working with consultants
Our practising consultant partners operate as
self-employed practitioners in our hospitals and
clinics across all medical and surgical disciplines.
Each hospital’s medical advisory committee (MAC)
meets quarterly to ensure proper, safe, efficient and
ethical medical use of the hospital. In addition, the
MAC chair meets regularly with their hospital
director. There are clear lines of communications, a
well-embedded reporting culture for any
performance concerns and robust appraisal and
practising privilege processes.
It is important that we continue to engage with our
consultants and make it easy for them to do business
with us, not only so they can better understand our
high-quality standards and how we wish to deliver
care, but also so we can better support them as they
develop and grow their practice. In 2025, we
introduced online booking for some private patients
with a direct link to consultants’ diaries, while our
new PSCs are improving call volumes and response
times and offer a more flexible service for
consultants’ patients. The transformation of our
business is supporting our consultants to receive a
faster, more modern service while always being
clinically-led and safety focused.
We have worked with consultants to improve their
online profiles and optimise insurer patient referrals.
We have introduced better access to bookings
management and improved digital access to
pathology and diagnostic results. We work with local
media, host patient and consultant events, and an
onsite team helps consultants with referrals,
awareness and engagement with patients. There is
now a standard consultant induction programme
and a new consultant portal for onboarding,
featuring training videos, how to comply with
regulation and helpful advice on building a successful
practice. In 2025, our annual consultant survey results
show 84% of consultants rated hospital care as very
good or excellent with a growth in excellent ratings
(2024: 84%).
Employment levels
Managing absence and turnover supports our
colleagues’ wellbeing, is essential to maintaining
a stable and productive workforce, and ensures
continuity of care for patients. We use data to flex
our workforce and manage capacity and resilience.
Absence rates in the hospitals business were slightly
above those in 2024, though short-term absence
remains consistently low.
The overall rate of absence was 5.0% (2024: 4.7%).
Our monthly turnover rate was slightly higher than in
2024 at 13.5% compared to 13.3%. The rate was lower
in hospitals alone, when PSC data is excluded. Our
rates are in line with market norms. Vacancy rates
were low in 2025, due to a combination of successful
and focused recruitment, the introduction of flexible
clinical resourcing, and centralisation of
administration functions and efficiency.
In primary care, London Doctors Clinic absence was
3.0% and turnover 19.0%. Spire Occupational Health
absence was 3.3% and turnover 29.1%, and in Vita
Health Group absence was 4.2% and turnover
was 14.3%.
5.0%
Hospitals business
Employee absence 2025
Total sickness absence in hours
as a % of total employed hours
13.5%
Hospitals business
Employee turnover 2025
12-month rolling turnover rate
as a % of total headcount
Spire Healthcare Group plc
Annual Report and Accounts 2025
31
Our strategy
continued
Championing
sustainability
Become recognised as a leader in sustainability
in our industry
We will deliver on our ambition to be a
sustainability leader by focusing on our purpose,
‘making a positive difference to people’s lives
through outstanding personalised care,’ and
seek to create lasting economic and social value
through our core business activities and by
collaborating with our stakeholders.
Championing sustainability
Sustainability is a core component of Spire
Healthcare’s strategy and operations. By managing
our business sustainably, we aim to create lasting
social and economic value. We have an important
societal role to play as the care we provide
contributes to the health of the nation and benefits
society. We believe that acting conscientiously as a
business, through understanding our dependence on
natural and social capital, and investing responsibly to
achieve positive social and environmental outcomes,
are critical to our long-term success.
Our sustainability plan charts our progressive journey
from risk management to providing social value and
driving opportunities for sustainable growth. We
collaborate with our stakeholders, including patients,
colleagues, consultants, local communities and
partners to ensure that the positive impact we
generate goes further.
How we manage sustainability
The board is responsible for approving our approach
to sustainability and overseeing its delivery. Regular
progress updates are provided at board meetings.
Our group corporate affairs director oversees
delivery of the sustainability agenda, while our
executive committee tracks progress towards our
sustainability targets.
Our cross-functional internal sustainability
committee meets quarterly, bringing together
members across the business. Its role and
responsibilities are to:
–
Oversee, review and advise the executive
committee on our strategies, objectives and
commitments related to sustainability and
environmental, social and governance issues
–
Oversee, review and recommend changes to our
sustainability-related goals, objectives,
commitments and key performance indicators, and
monitor our progress against them
–
Respect the environment
–
Engage our people and communities
–
Operate responsibly
Highlights of 2025
–
Championing sustainability: Continued
investment and commitment to
sustainable business operating practices
–
Our sustainability goals: Decision to revise
our goals, adopt science-based targets and
seek validation via Science Based Targets
initiative (SBTi)
–
Generated over 3.5 million kWh of energy
in 2025 via hospital solar PV arrays (6% of
overall electricity consumption)
–
Reduced general waste by over 187 tonnes
Priorities for 2026
–
Refresh our sustainability strategy and
review goals
–
Achieve SBTi validation
–
Further increase recycling rates
–
Accelerate water saving initiative rollout
OUR AREA OF FOCUS
HIGHLIGHTS AND PRIORITIES
Spire Healthcare Group plc
Annual Report and Accounts 2025
32
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Our sustainability goals
During 2025, we reviewed our sustainability goals
to ensure our sustainability objectives are as
targeted and impactful as possible, considering
evolving external sustainability landscape alongside
internal factors.
We have condensed our sustainability goals from 17
to nine interim goals, to better focus our efforts and
maximise impact, while ensuring our ambitions and
actions reflect the current operating environment
and best practice.
Our previous limited scope net zero goal of 2030 has
been updated to a science-based target inclusive of
all three scopes of carbon emissions and with an
extended deadline of 2045. This change was made to
ensure the goal was comprehensive, in line with best
practice and aligned to the NHS, with a more cost
effective emissions reduction approach.
We will refresh our long-term sustainability strategy
in 2026, which will articulate our long-term
commitment, approach and sustainability ambitions.
Our interim sustainability goals for 2025
Respect the environment
1
Achieve net zero, inclusive of all scopes,
by 2045
p35
2
Manage our waste more efficiently while
minimising detrimental effects to our
planet
p37
3
Identify and acting on water saving
opportunities
p38
Engage our people and communities
4
Contribute to the UK’s healthcare
workforce through innovative schemes
p39
5
Ensure that the ethnic diversity of our
executive team and its line reports is in line
with the Parker review target
p40
6
Achieve and maintain balance of at least
40% female representation across the
executive team and its line reports
p41
7
Maintain an overall colleague engagement
score of at least 80%
p42
8
Build strong connections between
Spire Healthcare and local communities
p43
Operate responsibly
9
Develop our approach to controls around
modern slavery
p44
Minimising waste by reducing
single-use items
Reducing our reliance on single-use plastics
contributes to our goal of managing our waste
more efficiently while minimising detrimental
effects to our planet. By implementing alternative
solutions and reusable options over 2025, we have
reduced waste and lowered costs.
Our catering teams are reducing single-use plastics
by sourcing sustainable alternatives. Bottled water
is no longer routinely ordered, with patients
receiving water in reusable receptacles. By the end
of 2025 this resulted in a 100% reduction in bottled
water purchasing for patients.
Through our walking aid reuse initiative, we
encourage patients to return these aids once they
are no longer required. We have successfully
implemented this across all sites by the
physiotherapy teams, with each aid being reused up
to three times before being donated to charity,
resulting in an 8% reduction in new purchases in
2025 and a saving of £45,000.
Strategy in action
“We have condensed our goals from 17
to nine interim goals to better focus
our efforts and maximise impact,
while ensuring our ambitions and
actions reflect best practice.”
Spire Healthcare Group plc
Annual Report and Accounts 2025
33
Our strategy
continued
Timeline change for net zero goal
Our initial 2030 emissions target was based on a 2019
baseline and internally recognised as best-in-class
when assessed against our peers at the time. The
evolving landscape on climate action triggered a
review of this target in 2025. The outcome was to
update our target date to 2045.
Interim target performance
In 2024, we extended our target reporting boundary
to include all our subsidiaries. These changes
breached our ‘significance threshold’ and triggered
the need to reset our baseline. We then set an
interim emissions reduction target while we
reviewed
our existing emissions targets. The 2025
goal was to continue to reduce targeted emissions
year-on-year to 25,916 tCO
2
e. Actual emissions for
2025 were 24,647 tCO
2
e, and we achieved our
rebased interim target by 5%.
Since the 2019 base year, we have reduced our
emissions by 29%, including all scope 1 and scope 2
emissions, and scope 3 emissions from air and rail travel.
As part of our strategy to reduce emissions in 2025,
we continued to install solar photovoltaic (PV) systems
across hospitals with most now in place. This directly
reduces our grid energy consumption by providing
self-generated power, decreasing our reliance on the
grid while reducing our carbon emissions. Operational
solar PV arrays generated over 3.5 million kWh of energy
in 2025 (6% of overall electricity usage), representing
an emissions reduction of approximately 664 tCO
2
e,
and driving our annual carbon reduction targets.
Additionally, the completion of Building Management
System (BMS) projects across the hospitals has
enhanced our capability to control energy
consumption and identify high energy usage areas.
These systems enable targeted interventions to reduce
energy wastage and improve operational efficiency.
This was combined with an energy-saving campaign
coordinated through our carbon champions network.
The network is made up of a group of colleagues that
support sustainability initiatives across the business.
These activities support continuous improvement in
our energy performance.
Science Based Targets initiative
During 2025, our executive committee approved the
decision to adopt science-based targets and seek
validation for our updated targets through the
Science Based Targets Initiative (SBTi) framework.
We have adopted targets against the SBTi framework
for several reasons:
–
An identified requirement to extend the existing
carbon reduction strategy to encompass scope 3
emissions to align with best practice and emerging
requirements. Our initial focus was on scope 1 and
2 and a small subset of scope 3; however, more
than 90% of our total emissions fall under scope 3
–
Anticipated costs to achieve our original emissions
targets have increased materially in comparison to
initial forecasts: the technology costs to degasify
our estate are not reducing at the rate anticipated;
while costs for renewable sourced electricity are
increasing significantly
–
Alignment with NHS supplier requirements: The
NHS aims to be net zero for both its direct and
indirect emissions by 2045. By April 2027, the NHS
net zero supplier roadmap requires that all
suppliers have a target covering all emissions,
including scope 3
–
SBTi is internationally recognised as among best
practice, with a clear methodology, approach and
validation process
New targets
Net zero target
We commit to achieve net zero greenhouse gas
emissions across the value chain by 2045.
Near-term target
We commit to reduce absolute scope 1 and 2
GHG emissions by 63% to 13,978 tCO
2
e by 2035
from a 2024 base year. We also commit to reduce
absolute scope 3 GHG emissions by 37.5% to
220,772 tCO
2
e within the same timeframe.
Long-term target
We commit to reduce absolute scope 1, 2 and 3
GHG emissions by 90% to 39,101 tCO
2
e by 2045
from a 2024 base year.
Achieve net zero, inclusive
of all scopes, by 2045
Respect the environment
KPI
Achieve net zero, inclusive of all scopes by 2045
Target: tCO
2
e emissions in line with our carbon
emissions reduction plan, 25,916 tCO
2
e in 2025
– 5% ahead of rebased interim target set in
2024 annual report (2024: 6.2% behind target)
Initiatives
–
Installed PV solar panels where practical
across the hospital estate
–
Sought validation of updated targets via
Science Based Target initiative
–
Completed of Building Management System
(BMS) projects
–
Coordinated energy-saving campaign
through our carbon champions network
Spire Healthcare net zero carbon emissions (tCO
2
e)
reduction plan
Absolute emissions targets (tCO
2
e)
Mitigation
34,910
2019
2021
2022
2023
2025
2024
27,740
30,575
34,910
28,305
27,900
25,916
26,933
27,719
24,647
26,522
24,963
2024
2045
2036
353,235
22,280
15,497
5,734
8,244
220,772
35,323
2,228
1,550
Electricity
Natural Gas
Medical Gas
Refrigerants
Transport
Generators
Rail Travel
Air Travel
Actual YE
Scope 3 emissions
Scope 2 emissions
Scope 1 emissions
Group
1
Spire Healthcare Group plc
Annual Report and Accounts 2025
34
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Net zero plan
Our plan for scopes 1 and 2 remains consistent with
our approach for the past several years. The adoption
of SBTi targets means that we can smooth our capital
expenditure associated with de-gasification of our
estate over 20 years, while still being aligned to the
goals of the Paris agreement
1
. This will allow us to
capitalise on the advancement of technologies such
as heat pumps as they improve over time and their
costs decrease. Over 2026 we plan to update our
emissions reduction roadmap for scopes 1 and 2,
with priority given to removing natural gas from our
estate. We will seek to improve the quality of data we
collate from suppliers and engage with them to drive
down emissions. We intend to adhere to the SBTi
framework and adopt any changes as required.
1.
The Paris Agreement is a legally binding international treaty
aiming to limit global warming through coordinated global
climate action.
CDP
CDP is an independent corporate environmental
disclosure system. For our 2025 CDP response we
achieved an overall score of ‘B’, an improvement from
‘B-’ in 2024. We have reviewed our CDP submission to
create a gap analysis to identify what we should take
to align with the best environmental practices for
climate change action and continue to improve in
2026.
Full GHG Inventory and Streamlined Energy and
Carbon Reporting (SECR)
This section provides our complete GHG inventory
and supporting information required by the
Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013 and the Companies
(Directors’ Report) and Limited Liability Partnerships
(Energy and Carbon Report) Regulations 2018.
Total market-based greenhouse gas (GHG) emissions
for Spire Healthcare for the year to 31 December 2025
were 375,122 tCO
2
e. We are reporting both market-
based and location-based emissions, as required by
SBTi and SECR. Our full GHG inventory also includes
emissions from scope 3 categories 7, 8, 12 and 13.
Companies must report optional emissions for
example, those associated with hotel stays and
teleworking separately from scope 3 emissions as
they are beyond the GHG protocol minimum
boundary. Emissions in 2025 related to hotel stays
were 108 tCO
2
e and emissions from teleworking were
1,432 tCO
2
e.
Activity – category
2024
(tCO
2
e)
2025
(tCO
2
e)
Percentage
change (%)
Actual change
(tCO
2
e)
Scope 1: Direct emissions from the operation of owned and controlled facilities and equipment
Scope 1 Total (tCO
2
e)
15,497
15,035
-3%
-462
Scope 2: In-direct emissions from the production of purchased energy
Scope 2 Location-based total (tCO
2
e)
11,877
9,469
-20%
-2,408
Scope 2 Market-based Total (tCO
2
e)
22,280
22,510
1%
230
Scope 3: Indirect emissions from the value chain
1. Purchased goods and services
273,828
256,448
-6%
-17,381
2. Capital goods
57,807
56,017
-3%
-1,790
3. Fuel and energy related activities
6,571
6,221
-5%
-350
4. Upstream transportation and distributions
964
983
2%
19
5. Waste generated in operations
231
199
-14%
-32
6. Business travel
891
697
-22%
-194
7. Employee commuting
12,389
16,444
33%
4,055
8. Upstream leased assets
461
475
3%
14
12. End-of-Life treatment of sold products
9
4
-49%
-4
13. Downstream leased assets
84
88
5%
4
Scope 3 Location-based total (tCO
2
e)
353,210
337,543
-4%
-15,667
Scope 3 Market-based total (tCO
2
e)
353,235
337,577
-4%
-15,658
Total Gross emissions location-based (tCO
2
e)
380,584
362,048
-5%
-18,536
Total Gross emissions market-based (tCO
2
e)
391,012
375,122
-4%
-15,890
Revenue (£m)
1,511
1,579
5%
69
Intensity ratio tCO
2
e per (£m) location-based
251.8
229
-9%
-23
Intensity ratio tCO
2
e per (£m) market-based
258.7
237
-8%
-21
Notes on table
Emissions stated are for all scope 1, scope 2 and scope 3 categories.
a. Methodology and emissions factors
The GHG inventory reported relates to Spire Healthcare Group
plc (and all subsidiaries) and covers the emissions from its
operations for the year to 31 December 2025.
The reported carbon emissions have been calculated following
the guidance in the UK Government’s Environmental Reporting
Guidelines, 2019, and the methodology outlined in The GHG
Protocol Corporate Accounting and Reporting Standard (revised
edition). The carbon emission factors have been obtained from
the UK Government’s GHG Conversion Factors for Company
Reporting 2025.
An ‘operational control’ methodology has been adopted.
Operational control refers to the ability of an organisation to
direct the activities of a facility or operation. In the context of
GHG reporting, a company is considered to have operational
control over a facility or activity, if it has the authority to
introduce and implement operating policies at that facility or in
that activity, regardless of ownership. This means that the
organisation is responsible for the GHG emissions from the
‘operations it controls’.
This report includes the material carbon emissions, in line with
the emissions categories, as required to be reported under the
SECR regulations as well as voluntary emissions from all other
sources available.
5%
ahead of 2025 target emissions – 24,647 tCO
2
e emitted,
target 25,916 tCO
2
e (2024: 6.2% behind)
Report on CO
2
emissions by SE First for Spire Healthcare.
Spire Healthcare Group plc
Annual Report and Accounts 2025
35
Our strategy
continued
Energy consumption
Energy consumption for the whole group has been stated below. All energy sources have decreased in
consumption except for gas oil usage which makes up <1% of total energy. Solar electricity generated on site
has not been included in the table below. 3.5 GWh was generated in 2025, with the group consuming all of
this energy.
Emissions source
2021
2022
2023
2024
2025
2025 Share
(%)
YoY %
Change
Natural gas
67,597
65,565
63,176
64,242
60,875
48.4%
-5.1%
Electricity
54,704
59,717
58,679
57,449
53,499
42.6%
-6.7%
Transport fuel
5,363
5,407
4,743
5,234
11,187
8.9%
-0.4%
Gas oil for backup generation
384
212
340
117
148
0.1%
26.4%
Total consumption (MWh)
128,048
130,901
126,938
127,042
125,709
100.0%
5.4%
b. Scope 1: Direct emissions from the operation of owned and
controlled facilities and equipment
Scope 1 emissions are made up by emissions from natural gas,
transport, medical gases, gas oil (back up generation) and
refrigerants.
c. Scope 2: Indirect emissions from the production of purchased
energy
Scope 2 emissions are reported as both location-based and
market-based to satisfy SECR as well as SBTi requirements. These
emissions are primarily made up of purchased electricity across
our estate. A minor percentage was for the use of battery-
powered electric vehicles.
d. Scope 3: Indirect emissions from the value chain
Category 1 and 2 emissions have been calculated using
spend-based conversion factors for the whole group.
Additionally, some primary activity data for water supply has
also been included. Category 3 emissions are for well-to-tank for
all fuels used, as well as well-to-tank for electricity generation,
transmission and distribution (T&D) and electricity T&D losses.
Category 4 emissions are for the purchase of upstream
transportation and distribution. Category 5 emissions are for
waste generated in operations, coming primarily from waste
partners for recycling, combustion and landfill. Some waste data
was calculated on a spend-based method for disposals. Category
6 emissions are from employee own vehicle travel, taxis, bus, air
and rail. Hotel emissions have been disaggregated from the
table as they are beyond the GHG Protocol minimum boundary.
Category 7 emissions have come from employee commuting.
Homeworking emissions have also been disaggregated from the
table as they are beyond the minimum boundary for Category 7.
Category 8 emissions are from assets leased by the group.
Category 12 is from the end-of-life treatment of sold products
and Category 13 are emissions associated with assets that the
group owns but has leased to other entities.
Total market-based emissions have decreased by 4% in
comparison with 2024. Scope 1 emissions decreased by 3% and
location-based scope 2 emissions decreased significantly by
20%. This large drop is a direct result in our substantial increase
in self-generated electricity, with generation in 2025 of 3.5 GWh
and also due to a decrease in the grid average location-based
emissions factor. Despite imported electricity dropping by
approximately 7%, market-based scope 2 emissions rose by 1%.
This is due to the market-based residual emissions factor
increasing by 8%. With the purchase of REGOs market-based
emissions will drop to 0.
Purchased goods and services are still the biggest contributor to
overall emissions. All scope 3 categories decreased in emissions
except for categories 4, 7, 8 and 13. The total increase from these
categories is modest, with the majority coming from category 7
for commuting. Commuting emissions are determined by an
annual colleague survey and due to the nature of extrapolation
emissions reported can be expected to fluctuate year to year.
As required by SECR legislation we have stated our emissions,
last year’s emissions for comparison, an intensity ratio, energy
efficiency actions carried out, our methodology and our energy
usage. Our intensity metric has decreased by 8% to 237 tCO
2
e
per £m revenue.
Spire Healthcare Group plc
Annual Report and Accounts 2025
36
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Progress in 2025
Reducing general waste and increasing recyclable
waste is a key performance indicator (KPI) and we
continue to promote environmental sustainability in
our waste management practices.
In 2025, Spire Healthcare generated a total of 2,958
tonnes of domestic waste while continuing to
prioritise waste segregation in line with national
legislation. Domestic waste includes all our non-
clinical waste streams and recycling. Although this
represents a 3.5% increase compared to 2024, the
proportion of domestic waste recycled rose by 8.8%
to 57.5%. This improvement also correlates to a
reduction of 187 tonnes of general waste,
demonstrating continued performance against
the waste hierarchy, by minimising waste produced
at source.
With the rollout of Simpler Recycling regulations, all
hospital and clinic sites are now successfully
segregating dry mixed recycling (with Welsh sites
further segregating), food, waste, glass and general
waste. Notably, food waste accounted for 11% of all
domestic waste collected across our sites in 2025.
This was an increase from 9.55% in 2024,
demonstrating our ongoing efforts to reduce
unnecessary food waste. General waste is non-
hazardous non-recyclable waste. Of the 290 tonnes
of general waste produced, 100% was diverted from
landfill and sent to energy recovery facilities (ERF),
ensuring that all non-recyclable waste contributed to
energy generation rather than disposal.
Recycling rates and initiatives
In 2025, hospitals and clinics collectively increased
their site recycling by 5.77% to 37.17%, with 39 sites
consistently achieving over 30% recycling compared
to 23% in 2024. Reuse and recycling is at the forefront
of our daily operations, with colleagues discussing
regularly within huddles, team meetings and
face-to-face and online training.
In addition to dry mixed recycling collected directly
from sites, our hospitals and clinics continue to
improve waste management by segregating
cardboard, tray wraps/curtains and clear soft plastic,
which are then baled at our National Distribution
Centre (NDC) for recycling. This initiative not only
reduces local waste collection volumes and
associated costs but also avoids additional
transport emissions.
This year, our NDC colleagues received and baled
480.76 tonnes of recycling, following 490 tonnes
processed in 2024, significantly contributing to
Spire’s current overall recycling percentage of 56.8%.
This includes:
–
425.3 tonnes of cardboard
–
10.2 tonnes of soft plastic
–
45.3 tonnes of non-contaminated tray wraps/
curtains
Reducing clinical waste and increasing the proportion
of offensive waste remains a key performance
indicator for us in promoting environmental
sustainability within waste management practices.
This strategy reduces the reliance on high-
temperature incineration and aligns with the
principles of the waste hierarchy, promoting recovery
and energy generation over landfill disposal, while
maintaining compliance with national standards.
We continue to expand our recycling programme for
single-use metal instruments across hospitals and
clinics. Supported by our clinical waste contractor,
these instruments, which would otherwise be
incinerated, are collected, disinfected in an autoclave,
and transferred to a metals recycling facility for reuse
and further processing.
In 2025, we recycled 4,514 kg of single-use metals, an
18% increase compared to 2024.
This initiative supports our commitment to
sustainable healthcare operations, reducing
incineration-related emissions and contributing to
the circular economy through responsible
material recovery.
Over the past two years, we have focused on reducing
the volume of couch roll, a paper-based covering used
in clinical areas. Since then, sites have collectively
reduced usage by 48%, saving £41,000 in purchasing
costs and over 4,800 kg of material, equivalent to
approximately 46 trees. This reduction is also
estimated to have prevented 11,700 kg of combined
clinical, offensive and domestic waste from being
produced, not only supporting our sustainability goals
but also reinforcing our ongoing commitment to
infection prevention and control.
Manage our waste more
efficiently while minimising
detrimental effects to our
planet
Respect the environment
KPI
Overall group recycling target – 50% by the end
of 2025 – achieved 57.5% (2024: 48.0%)
Hospital/clinic sites only dry mixed recycling
target – 35% by end of 2025 – achieved 37.2%
(2024: 31.4%)
Offensive waste target – 45% by the end of
2025 – achieved 44.0% (2024: 42.9%)
Initiatives
–
Increased site recycling
–
Expanded recycling programme for
single-use metal instruments
–
Strengthened waste management training
Group
2
56.8%
overall waste recycled in 2025, up from 48% in 2024
This includes recycled waste returned to our National
Distribution Centre.
37.2%
dry mixed waste recycled, up from 31.4% in 2024
This excludes National Distribution Centre waste
and is at hospital sites only.
Spire Healthcare Group plc
Annual Report and Accounts 2025
37
Our strategy
continued
Progress in 2025
Water conservation
Water conservation has been a strategic focus in
2025, and we are deploying Automatic Meter Reading
(AMR) devices across hospitals to facilitate
comprehensive data collection, inform detailed usage
profiles and develop targeted water conservation
initiatives in areas with elevated consumption levels.
Measurement of our water consumption will enable
us to identify inefficiencies, make data-driven
decisions to reduce waste, set targets and monitor
our performance. We expect planned savings to
materialise in 2026.
Identifying and acting on
water saving opportunities
Respect the environment
KPI
Target: Water consumption target to be
determined
Initiatives
–
Deployment of Automatic Meter Reading
(AMR) devices
–
Consideration of water conservation
initiatives
3
Hospitals
In 2025, waste management training (domestic
and clinical) was further strengthened across the
hospitals business. All colleagues now receive a
face-to-face induction alongside mandatory online
training. Several sites have gone a step further by
introducing dedicated training sessions for
departmental waste champions and
colleagues. These sessions not only deepen
colleagues’ understanding of correct waste
segregation and disposal practices but also create
valuable opportunities to share ideas and drive
continuous improvement.
Charity donations
Hospitals have continued to work collectively to
segregate items for donation to charity. In 2025, a
total of 125 pallets were donated, including medical
aids, trolleys, and consumables, to help support
healthcare systems in countries in need. This
donation marks an 8% increase compared to 2024
and highlights our ongoing commitment to
supporting global healthcare, reducing waste, and
promoting circular economy principles.
Offensive waste
Following the successful achievement of our 2024
target of 40% offensive waste produced, the
hospitals business’ target rose to 45% for 2025. We
saw an overall increase of clinical and offensive waste
of only 0.2%. While this was an additional 1% increase
against this more ambitious target, notably 37 sites
are consistently maintaining sustainable levels of
offensive waste compared to 2024, collectively saving
£103,000 in waste cost.
Offensive waste is increasingly accepted for
treatment at energy recovery facilities (ERF) due to its
non-hazardous properties. This supports movement
up the waste hierarchy and away from high
temperature incineration and landfill disposal,
contributing to energy generation. While the exact
proportion of offensive waste reaching ERF versus
landfill is not yet quantified by our clinical waste
contractor, implementation of this tracking is
planned for 2026, and we have assurance that the
majority is processed at ERF facilities.
To support the drive to correctly segregate and
classify offensive waste throughout the hospitals
business, we have focused on training for all
clinical colleagues to understand the importance of
identifying clinical waste not classified as infectious
and/or chemically or medicinally contaminated. As a
result, three additional hospital theatre
departments have introduced offensive waste as
an additional waste stream alongside clinical, general,
recycling and sharps waste. Infectious waste remains
low due to detailed preoperative assessments for
elective surgery.
For more information, see our TCFD section on
page 67
and Investing in our workforce on
page 29
Spire Healthcare Group plc
Annual Report and Accounts 2025
38
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Progress in 2025
Investing in our talented people is a major focus for
us, as we seek to train and upskill colleagues,
preparing them for a fulfilling and rewarding career at
Spire Healthcare or elsewhere in the wider health and
care sector.
Professional development
Supporting the development of our colleagues is
crucial to maintain our high standards of quality and
care. Our five-year nursing and allied health
professional (AHP) strategy focuses on delivering
excellent, safe practice and care and has three
strands: developing our workforce, driving clinical
excellence through practice and enhancing
professional pride.
Our new driving clinical excellence in practice
programme, which supports the continuing
professional development of registered nurses and
allied health professionals continued in 2025 with
137 colleagues starting. The programme considers
clinical skills and competencies, and other key topics
within healthcare.
Professional development is an important part of our
offer to attract and retain the best people to work in
our hospitals and clinics. We seek to refresh
colleagues’ competencies and skills regularly. The new
learning management system will enable us to
develop our digital learning capability and, in the
future, will enable us to include clinical competencies.
We now have enhanced compliance reporting and
mandatory training is appropriately delivered, and
allows colleagues to drive their own development.
In early 2026, we completed our first learning needs
analysis in the hospitals business. Using the same
platform as our colleague survey, we have a new
level of insight into how we can tailor our
professional development programmes to the
needs of our colleagues.
We offer a range of opportunities to help colleagues
learn and grow at work. In 2025, we designed a new
corporate induction, tailored to the needs of our
hospitals business teams across PSCs, hospitals and
central functions. Building on the success of our new
managers programme, we piloted and then launched
the advanced managers programme for more
experienced people leaders. This programme helped
enable managers to better lead change, flex their
leadership styles and conduct good performance
conversations. 250 colleagues attended these
programmes in 2025. Supporting managers supports
good culture development and colleague wellbeing.
We delivered 10 building personal resilience
workshops to 97 colleagues across the country, along
with mental health first aider training for both new
and existing mental health first aiders. This helps
them to learn or maintain the skills required to
signpost support to colleagues on the job.
Our apprenticeship programmes
In 2025, 112 (2024: 117) apprentices graduated from
our apprenticeship programmes. We continue to
sustain a healthy pipeline of new apprentices
enrolling in our programmes, and closely monitor
performance against retention and career
progression data.
Our largest apprenticeship programme is the
Registered Nurse Degree, and our apprentices
continued their studies in 2025 with the University of
Sunderland and in placements in a range of nursing
settings. Nurse graduates deliver critically needed
nursing skills directly into the UK’s healthcare sector.
We currently have over 350 apprentices across the
group in a wide range of clinical areas such as
laboratory medicine, physiotherapy, pharmacy,
theatres, as well as non-clinical disciplines such as
engineering, governance and hospitality, and in
primary care, representing around 2.6% of our
permanent workforce.
For more information, see Investing in our workforce
on
page 29
Contributing to the UK’s
healthcare workforce
through innovative schemes
Engage our people and communities
Initiatives
–
New learning management system
–
Apprenticeship programmes
–
Driving clinical excellence in practice
programme
–
New corporate induction
–
People management training
–
Mental health first aider training
Group
4
137
colleagues have started Driving Clinical Excellence in
Practice training programme in 2025 (2024: 350)
Spire Healthcare Group plc
Annual Report and Accounts 2025
39
Our strategy
continued
Progress in 2025
Diversity remains vital to our success. We aspire to
create an environment where everyone is respected
and where difference is celebrated.
We have reviewed this goal in line with the
requirements of the Parker Review: ‘Improving the
Ethnic Diversity of Business’, published in 2023, to
assess how best to support diversity in the business.
At the end of 2024, we agreed a target of 18% ethnic
minority representation within executive committee
and their direct reports.
Our executive committee demographic was 20%
ethnically diverse in 2025 (2024: 22%) and the board
is 9% ethnically diverse, down from 10% in 2024. For
executive committee and their direct reports, the
proportion was 11.8% ethnically diverse (2024: 9.2%).
In 2025, we continued to develop and inform our
updated equity, diversity and inclusion (EDI) strategy,
which we plan to launch in 2026. This timing is later
than envisaged but considers the significant
organisational change that Spire has undergone over
2025. In 2026, we will introduce our first group-level
inclusion and wellbeing role, leading strategy and
action plans and identifying and sharing best practice
across the group.
We were pleased to be listed in the Financial Times
Diversity Leaders index for another year; an index of
companies considered to be Europe’s diversity
leaders, based on a survey of 100,000 employees
across Europe.
Colleague networks
We have networks supported by a member of the
executive committee to give focus and impetus. All
networks contribute to policy and inclusion.
Our race equality network is a supportive and
confidential colleague network that provides
individuals from diverse backgrounds with a safe and
open platform to share their personal experiences.
The network has been active with regular meetings
and communications.
Our menopause network developed a Viva Engage
private network page in 2025 to allow collaboration
and discussion. We now offer additional menopause
health benefits for permanent employees.
The LGBTQ+ network is colleague-led and offers
support, training and celebration, and contributes to
group policy formation. In March, the network was
awarded ‘highly commended’ by the Metro Pride
Awards in the LGBT+ best colleague network
category, for strengthening organisational culture,
and celebrated Pride month in June.
Primary care services has women’s, LGBTQIA+ and
race equality networks, presenting safe spaces for
those communities. In 2025 a neuroinclusion network
was introduced, responding to neurodiverse
colleagues who rated opportunities and satisfaction
lower than others. Each network is involved in
influencing policies and raising awareness.
Understanding our workforce better
Colleagues are encouraged to share their ethnicity
during the annual colleague survey to help us better
understand the different experiences of colleagues.
The survey results are reported and shared, including
the responses to questions on reporting instances of
harassment, bullying, or abuse at work from patients,
managers and colleagues. The survey also asks
whether colleagues believe that we provide equal
career progression and promotion opportunities,
regardless of factors such as ethnic background,
gender, religion, sexual orientation, disability or age.
Of those colleagues in Spire Healthcare Limited who
disclose their ethnicity, 22.7% report having a
non-white background, up from 20.4% in 2024.
Primary care services has positive action schemes in
place to reduce barriers to employment faced by
people with disabilities, women, veterans and those
from ethnic minority backgrounds. The schemes
guarantee interviews for those applicants who meet
the role criteria. Colleagues have also been offered a
wide variety of training including, anti-racism,
disability awareness and LGBTQIA+ awareness.
22.7%
of those hospitals business colleagues who disclose their
ethnicity, report being from an ethnic minority background
(2024: 20.4%)
Headcount by ethnicity Spire Healthcare Limited
Asian
Black
Not disclosed
Mixed
Other
Chinese
White
Left blank
10,269
1,767
2,174
703
573
266
188
86
Ensuring that the ethnic
diversity of our executive
team and its line reports is
in line with the Parker
review target
Engage our people and communities
KPI
Target: 18% ethnic minority representation in
executive committee and their direct reports
by December 2027 – 11.8% (2024: 9.2%)
Initiatives
–
11.8% ethnic minority representation in
executive committee and their direct
reports
–
Continued development of EDI strategy
–
Inclusion and wellbeing role planned for
2026
–
Race equality network
Group
5
Spire Healthcare Group plc
Annual Report and Accounts 2025
40
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Progress in 2025
We are committed to diversity and inclusion, which
includes supporting women to become leaders
within the business, and we aim to create an
environment that supports development and
progression of our female talent into senior
leadership roles.
Our executive committee demographic was 40%
female in 2025 (2024: 33%). The combined board and
executive committee demographic in 2025 is 47%
female, down slightly from 2024. In 2025, we have
five women on the board, equal to 45% of the
membership, down from 50% in 2024. The board
considers its members’ diversity regularly – read more
on this in the corporate governance report, beginning
on page
[81]
.
Spire Healthcare is 6th in the FTSE 250, and 2nd in
healthcare, for women in senior leadership positions,
as recognised by the FTSE Women Leaders Review
(WLR) report for 2025/26, which covers the largest
UK companies.
Our executive committee combined with our senior
managers – their direct reports – was 49% female at
31 October 2025 (2024: 55%), as reported to the
review. We are one of the FTSE 350 companies that
has already met, or exceeded the WLR target for
women in leadership, and did so two years ahead of
the target date of 2025.
Of our permanent employees in the hospitals
business at the end of 2025, 8,691 were women and
2,467 were men.
In 2026 and beyond, we plan to create a structured
senior network to bring senior women together
at Spire and look to increase the number of
women from minority ethnic groups progressing
into leadership.
For more information, see Investing in our workforce
on
page 29
and KPIs section on
page 52
Achieving and maintaining
balance of at least 40%
female representation
across the executive team
and its line reports
Engage our people and communities
KPI
40% female representation across the
executive team and its line reports – 49%
(2024: 55%)
Initiatives
–
Created a structured senior network to bring
senior women together at Spire
–
Increased the number of women from
minority groups progressing into leadership
Group
6
Spire Healthcare Group plc
Annual Report and Accounts 2025
41
Our strategy
continued
Progress in 2025
We want our colleagues to have a great work
experience; if they feel engaged, they can perform at
their best. Regular communication is an important
part of our engagement activities and we use a
variety of communication channels to provide regular
updates on all aspects of our hospitals business.
We encourage regular feedback from colleagues, with
annual surveys to gain in-depth feedback across the
group. We held our group-wide colleague surveys in
November, with all colleagues in the group
completing the same survey for the first time.
Results for the group showed an overall response rate
of 73% (83% in 2024 for the hospitals business, also
73% for the hospitals business alone in 2025), with
64% of all colleagues saying they are proud to work
for the business (2024: 76%) and 76% of group
respondents would recommend the company’s
services to others (new for 2025). When asked about
patient safety, 77% of respondents said it is a priority
for the company (new for 2025).
In 2025 we introduced six KPIs to give us a clear,
consistent way to measure what matters most to our
colleagues and to track progress on the things that
drive engagement and retention across the employee
lifecycle. The new KPIs cover engagement, wellbeing,
experience, inclusion, intent to stay and advocacy.
New methodology for the engagement element of
the colleague survey provides a more detailed
measure of drivers of colleague engagement. Our
overall engagement score using these new combined
measures is 63% in 2025. A competitive result against
industry standards during a period of significant
change. We will continue to use the new engagement
measure to track future progress and have changed
this goal from at least 80% to at least 75% to reflect
the improved measurement of engagement in the
new survey.
AI-enabled analysis helps leaders to understand the
data better. This supports action planning within the
survey tool for managers to create tailored plans and
address core engagement areas or concerns raised
within the findings.
Line managers conduct regular one:one meetings
and full and half-year reviews. Our executive
committee and non-executive directors dedicate
quality time to people issues across the group, and
continued to engage with colleagues over 2025
through the workforce committee and colleague
listening sessions at sites across the country.
We aim to make it easy for frontline hospital
colleagues without regular access to email to get
involved in our communication and engagement
activities. In 2024, we introduced Microsoft Viva
Engage in the hospitals business, a key
communication and collaboration tool. In 2025, the
platform was rolled out across the hospitals business
It is integrated as part of the Microsoft 365 suite of
applications and will make it easier for colleagues to
interact across different communities, local teams,
role types and personal interests.
The tool is available for colleagues to access on their
own personal devices to stay connected easily. It is an
excellent platform to recognise teams and
individuals. In 2025 we shared key information in a
variety of formats including photos and animations,
as well as videos from our chief executive officer and
the executive committee.
For more information, see Investing in our workforce
on
page 29
and KPIs section on
page 52
Maintaining an overall
colleague engagement score
of at least 75%
Engage our people and communities
KPI
Target: Engagement score of 75% – 63% in
2025 (new measure for 2025)
Proud to work for Spire Healthcare – 64% in
2025 (2024: 76%)
Initiatives
–
Introduced new methodology to drive
improvements in engagement
–
Developed our leadership engagement and
communication to drive greater visibility and
connection
–
Introduced a new group-wide colleague
engagement survey tool and questionnaire
7
Group
Spire Healthcare Group plc
Annual Report and Accounts 2025
42
Governance report
Overview
Strategic report
Financial statements
Other information
Our strategy
continued
Progress in 2025
Contributing to our communities
We believe in the power of giving back to our local
communities and making a positive impact on
society. Our charity committee to coordinates,
considers and agrees the group’s charitable initiatives.
It is chaired by a member of the executive committee
with participants from across the group.
During 2025, hospitals took part in local fundraising
for many different worthy causes. Colleagues sought
to live out the objectives of being kind, making a
positive difference to worthy causes and having some
fun along the way. Many hospitals strengthened their
relationships with local charities and organisations in
their communities throughout the year. These
charities, which are chosen by our colleagues, closely
reflect the communities they serve, and the support
goes beyond fundraising. The relationships are often
long-standing and we offer them valuable resource,
locations for meetings and events, workplace
experience, and publicity where possible. Some
examples of hospitals’ efforts are outlined below.
Colleagues at Spire Gatwick Park raised over £2,200
for Chestnut Tree House Hospice after a year of
fundraising, which included a ‘pop up shop’ of
pre-loved clothing, a raffle and cake sales. Colleagues
and consultants came together to support the
initiative, and proceeds went directly towards
supporting children and young people with life-
limiting conditions, as well as providing vital care for
their families.
Spire Alexandra supported the Give a Gift campaign,
raising funds and providing gifts for children in
hospitals, care facilities, and families facing hardship
in the local community. Colleagues, consultants and
patients donated over 100 gifts. The hospital also
held a raffle and a staff quiz night to raise funds for
Wisdom Hospice which supports people with a
terminal diagnosis or whose illness has become
life-limiting.
The team at Spire London East supported Kids Inspire,
which assists children and young people recovering
from traumatic experiences or dealing with mental
health difficulties in Essex. Colleagues donated gifts
for children aged 0 to 18.
Spire Leeds raised almost £2,000 to support Martin
House Children’s Hospice through a raffle and
donations. The charity provides family-led hospice
care, free of charge for children and young people
with life-shortening conditions.
The team at Spire South Bank collected and donated
over 73 kg of food to Malvern Hills Foodbank. The
foodbank provides emergency food, practical and
emotional support to people without enough money
to live on.
Within primary care services, colleagues can take one
volunteer day per year; in 2025 over 100 days of
volunteering were completed, a 20% increase on 2024
where 80 days were completed.
To support improving access, outcomes, and the
experience of patients at risk of health inequalities,
primary care services partnership liaison officers work
closely with voluntary and community organisations.
This enables effective promotion of services and
facilitates opportunities for co-production. In 2025 a
project was completed to establish a Patient Carer
Race Equality Framework, in line with an NHS
mandate. This is an anti-discrimination and
accountability framework launched to reduce racial
inequalities in mental health services.
Primary care services also continues to quantify and
report on its annual social impact on people,
communities, and the planet, in a format aligned to
the National TOMs (Themes, Outcomes, Measures)
Framework, externally validated by the Social Value
Portal®. The TOMs framework translates activity and
impact into a monetary value, which represents the
value generated for the local economy. Through a
range of activities, over £41 million worth of social
value was delivered in 2025.
Building strong connections
between Spire Healthcare
and local communities
Engage our people and communities
Initiatives
–
Strong community relationships with local
charities
–
Informal community efforts, including
supporting local foodbanks
–
Outreach to bring NHS services to local
communities
Group
8
Spire Healthcare Group plc
Annual Report and Accounts 2025
43
Our strategy
continued
Developing our approach to
controls around modern
slavery
Operate responsibly
Initiatives
–
Maintained our modern slavery due
diligence process
–
Continued supplier and product
rationalisation initiatives
Progress in 2025
We are committed to acting ethically and with
integrity in all our relationships, in line with our value
of ‘Doing the right thing’. Our approach to tackling
the risk of modern slavery continues to evolve under
the oversight of our sustainability committee, which
reports to our executive committee to ensure that our
directors have full oversight of all relevant matters.
Our two main areas of focus are:
–
to safeguard patients, colleagues and others who
come through our facilities
–
our supply chain
In our business operations, we believe practitioners
and colleagues are well-placed to identify and deal
with modern slavery concerns through the
safeguarding training and protections we have in
place. The safeguarding system trains those
practitioners and other colleagues (clinical and
non-clinical) to recognise and report signs of abuse.
We believe the rigour of this system mitigates the risk
of modern slavery from either going undetected or
being dealt with inadequately. This risk is further
controlled by the support, training and infrastructure
in place for all colleagues to be able to raise concerns
through our network of Freedom to Speak Up
Guardians, or other available channels.
In 2025, we:
–
Maintained our modern slavery due diligence
process for new suppliers with an annual spend in
excess of £1 million. There were no issues
identified through this process
–
Continued to apply our procurement policy, which
ensures that our hospitals and clinics are equipped
with guidance and a risk assessment tool for
evaluating modern slavery risks in local contracts
–
Continued supplier and product rationalisation
initiatives, focusing our attention on increasing
the proportion of spend with long-standing
reputable suppliers, with whom we have carried
out due diligence
–
Retained our internal processes for managing
suppliers. We will keep the potential procurement
of a third-party supplier risk management solution
under review
Operating responsibly also requires strict compliance
with the law. We continue to monitor all aspects of
the group’s operations to ensure we comply with all
applicable laws, including competition law, anti-
bribery law, anti-tax evasion facilitation law,
healthcare regulations and data protection law.
Spire Healthcare’s Modern Slavery Act statement
investors.spirehealthcare.com/investors/modern-slavery-
act-statement
Vita Health Group’s Modern Slavery and human trafficking
statement
vitahealthgroup.co.uk/slavery-and-human-trafficking-
statement
Group
9
Spire Healthcare Group plc
Annual Report and Accounts 2025
44
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders
Creating value with our stakeholders
Our stakeholders
Patients
p46
Colleagues
p46
Consultants
p47
Suppliers
p47
Private medical insurers (PMI)
p48
NHS and government
p48
GPs
p49
Employers
p50
Regulators
p50
Investors and lenders
p51
Community
p51
Engagement with our stakeholders is critical
to our success and delivering on our purpose,
strategy and objectives. Their input informs
our strategic and everyday business-level
decisions, and the board is provided with an
overview of any relevant stakeholder feedback.
Section 172 (1) statement
The directors are required to act in a way they consider, in good faith, would most
likely promote the success of the company for the benefit of its members as a whole,
taking into account the factors as listed in section 172 of the Companies Act 2006.
Details of how the directors have had regard to their section 172 duty can be found
throughout the strategic and governance reports. We set out on pages 45 to 51,
details of who we consider to be our main stakeholders, how we have engaged with
them during the year and the outcomes of the process. Further details on how the
directors’ duties are discharged are included in the governance report on pages 81 to
90. The key decisions of the board during the year are shown on page 89.
Spire Healthcare Group plc
Annual Report and Accounts 2025
45
Engagement with stakeholders
continued
Who they are
We treat a wide variety of patients who self-pay, with PMI,
those referred through the NHS and those funded
by employers.
Why they are important to us
Providing the highest quality, safe, personalised care to our
patients is at the core of everything we do.
What is important to them
Rapid access to high-quality healthcare, assessment, advice,
diagnosis and treatment, at a price they can afford.
How we engage
We engage continuously with patients before, during and
after their treatment and seek to involve them in all key
decisions about their care.
We use a framework of customer and patient surveys,
including questions mandated by regulation (eg Private
Healthcare Information Network) or contracts (eg NHS). These
cover our major touchpoints with patients, whether they
receive admitted care or come to us as outpatients.
We work closely with patients, with the support of The
Patients Association, on a range of projects, to understand
their experience of care with us, and we use their feedback to
further shape and refine our processes. We run hospital
patient forums and conduct regular director and board level
site visits.
Board engagement
While we review the feedback from our patient engagement
locally in our hospitals and clinics and as part of our
operational reviews, we also do this through the board’s
clinical governance and safety committee. This helps us
develop and continuously improve the services we provide to
patients, as well as define our annual quality priorities, which
we set out in our annual Quality Account to the NHS.
Who they are
We have 17,800* colleagues: nurses, theatre teams, allied
health professionals, non-clinical support (such as reception
staff, porters, finance and human resources), central function
teams, musculoskeletal, counselling and occupational health
specialists and GPs.
Why they are important to us
Our colleagues interact with thousands of patients and clients
every day and play a crucial role in delivering the highest
quality care and outcomes. Non-patient facing colleagues are
vital in making the business run smoothly and efficiently.
What is important to them
A fulfilling career with an organisation that offers
opportunities for development, the chance to make a
difference, and appropriate rewards and recognition for their
efforts. Colleagues are supported to learn and develop.
How we engage
We value what our colleagues do, engage closely, and support
them with their health and wellbeing, as well as in their
professional lives and career aspirations. We gain regular
feedback from colleagues and new starters, and those leaving
the business. Our annual survey took place in November, with
all colleagues on the same survey platform with the same
questions for the first time. This change enables us to better
understand how satisfaction across these core stakeholder
groups connects to overall organisational performance.
Board engagement
The survey feedback we receive is analysed by the full board,
remuneration committee and executive committee, with
action plans put in place to respond to the findings.
Responsible executive owner
Group chief nursing officer/Chief operating officer
Responsible executive owner
Group general counsel/Chief people officer
Patients
Colleagues
Sentiment
– 97% of patients say their experience of our service in hospitals
was ‘very good’ or ‘good’ (2024: 96%)
– Spire Healthcare hospitals score 4.86 out of 5 as verified by
Doctify, based on over 23,000 reviews, and 4.7 on Trustpilot
based on over 3,800 reviews
– London Doctors Clinic patients gave four or five stars on Feefo
with a score of 4.4
Areas of interest
Action/outcomes
– Increased demand
for patient care, in
and out of hospital,
due to longer NHS
waiting times and
a sicker population
– Care provided for over 978,000
patients (NHS and private) in 2025
– Expansion of care for private patients
seeking to avoid NHS waiting lists
– Agreement between the independent
sector and NHS, in which Spire
Healthcare is participating, improving
efficiency and choice
– Relationships with NHS GPs to enable
patient choice
– Slowdown in NHS commissioning to
the independent sector in some areas
towards year end
– Expansion community based clinics
offering primary care services and
routes into hospitals
– New workplace health services to
meet demand eg pay as you go for
smaller employers and those wanting
to try services
– Development of new Spire day case
clinics to provide more outpatient
capacity and increased synergies with
the primary care business
– Increased need for
care funded by
employers owing
to ill health of
employees
– New provision of workplace health
services
– Need to provide
safe and efficient
patient pathways
– Increasing use of digital technology,
offering in-person and virtual
consultations and assessments, online
brochures and appointment booking
Our strategy: Building on quality,
see
page 25
Chief executive officer’s strategic review,
see
page 11
Sentiment
– 64% of colleagues proud to work for Spire (2024: 76%)
– 82% of colleagues feel included and valued (new question)
– 74% of colleagues get a feeling of personal accomplishment
from their work (new question)
Areas of interest
Action/outcomes
– Continued focus
on colleagues’
health and
wellbeing
– New metrics used to measure and
understand engagement, such as
advocacy, personal fulfilment, and
motivation, as well as measurement of
pride
– Menopause support provided
– Occupational health provided to all
colleagues
– Support available to colleagues
promoted internally and externally
– National shortage
of healthcare
professionals
across the UK,
increasing pressure
on existing
workforce
– Nursing and other apprenticeship
programmes, addressing future as well
as current requirements
– New reward framework and
competitive benefits, and new
training, has helped to attract and
retain hospitals colleagues
– Continued focus
on issues from
feedback such as
vacancies, volume
of work
– Strong recruitment, retention, and
development programmes
– Surveys during the year, eg new joiner
surveys, exit interviews, full annual
survey
– Forums with chief executive officer,
executive committee, and board
members when they visit sites
– Regular all-hands calls and online
sessions
– Consultation with selected colleagues
on key initiatives
– Listening sessions with board
members and hospital teams
– Fortnightly listening calls with chief
operating officer for hospital directors
Our strategy: Investing in our workforce,
see
page 29
Who they are and how we engage
Who they are and how we engage
*
Number includes bank colleagues.
Spire Healthcare Group plc
Annual Report and Accounts 2025
46
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders
continued
Who they are
We work with over 8,800 consultants, who operate as
self-employed practitioners in our business. They are
experts in their fields, drawn from all medical disciplines, who
are granted privileges to practise in our hospitals, in line with
our stringent medical governance procedures.
Why they are important to us
Our consultants are integral to providing high levels of medical
care to our patients.
What is important to them
High-quality facilities, continuity of trained, committed
employees providing support to help them establish and
develop an efficient practice at our sites, and the quality
of care that we provide to patients.
How we engage
We meet with consultants to plan individual procedures,
understand their future needs and horizon scan for developing
clinical innovation. They are invited to complete an annual
feedback survey. In addition, each hospital has its own medical
advisory committee (MAC) to advise the hospital director and the
director of clinical services on any matter relating to the proper,
safe, efficient and ethical medical and dental use of the hospital;
they meet quarterly. Each medical specialty is represented. Topics
including clinical quality, learning from concerns, incidents and
complaints are discussed, plus feedback from members about
matters concerning consultants. MACs are governed by standard
terms of reference, and all discuss the same key items using a
standard agenda. The medical director and associate medical
directors attend MACs at hospitals, with the aim of attending all
MACs at least annually. In addition, hospitals hold an AGM for
their whole medical society, to which all consultants are invited.
MAC chairs run performance appraisals for each consultant.
Board engagement
Feedback from our annual survey is reviewed by the board’s
clinical governance and safety committee and we use this
to enhance the offer we provide to consultants. Board and
executive committee members visit regularly to listen, learn and
guide and there are biannual reviews with hospital directors.
Who they are
We work with a diverse range of organisations which supply
the group with everything from medicines, equipment,
services and food to people.
Why they are important to us
A reliable and effective supply chain is vital to us being able to
carry out medical treatment and run the business. In an
increasingly volatile environment, resulting from a changing
economy and international conflicts, the existence of a reliable
and effective supply chain was particularly important during
2025.
What is important to them
Clear policies, contracts and a strong relationship to ensure
long-term and mutually beneficial commercial arrangements.
How we engage
We hold performance evaluation sessions with our existing
suppliers, with the frequency determined by the nature of
purchase and the risk profile of the goods or services supplied.
Spire Healthcare’s procurement team undertake detailed
supplier assessments as part of tender evaluation processes
to ensure a supplier’s capabilities are aligned to the group’s
business requirements. We require suppliers to be
contractually compliant on key issues, including modern slavery.
Board engagement
The audit and risk committee reviews all relevant risks in our
supply chain as part of its annual risk assessments.
Responsible executive owner
Group medical director
Responsible executive owner
Chief financial officer
Consultants
Suppliers
Sentiment
– 84% of consultants say care provided in hospitals is ‘very good’
or ‘excellent’ with a rise in excellent (2024: 84%)
– Close involvement between MAC chairs, consultants and Spire
Healthcare leadership
– Consultants experience strong clinical and medical
governance and increased engagement through
shared learning
Areas of interest
Action/outcomes
– Desire for
improved digital
solutions including
one patient record
– Desire for
improved
administrative
processes
– Structured digitalisation and business
transformation which will enhance
working practices for consultants
– Investment in equipment and
marketing support, which create
an improved patient experience and
make it easier for consultants to do
business with Spire Healthcare
– Most administration moved in 2025
into three patient support centres
(PSCs). Some temporary disruption
while new colleagues were onboarded
but PSCs now improving call volumes
and response times, and offering a
more flexible service for consultant’s
patients
– Online booking for some private
patients with direct link to consultants’
diaries
– Improved consultant online profiles to
optimise insurer patient referrals
– Ongoing need for
open and regular
dialogue with our
consultants
– Standard consultant induction
programme, new consultant portal for
onboarding in 2025, ongoing clinical
governance and help for new
consultants to build a safe and
worthwhile practice
– Fortnightly ‘Two Minute Times’
connects consultants with each other
and with Spire Healthcare with a mix
of national and local news
– MAC chairs meet regularly with board
members and executive committee
– Continued close working with our
MAC Chairs, led by group medical
director
– Continued rigorous oversight of all
aspects of consultant clinical practice
Our strategy: Building on quality,
see
page 25
Sentiment
– Our strategic suppliers value our collaborative engagement
– Suppliers recognise our integrity and professionalism
– Key suppliers have recognised how their values are aligned
to ours
Areas of interest
Action/outcomes
– Continuity in
our supply chain
a) Inflation
b) Temporary
cessation of
supply of
renewably-
sourced
electricity
– Work with supply chain to mitigate
detrimental impacts from global
product recalls, supply issues and
supply chain friction
a) Work with suppliers and internal
stakeholders to minimise impact
of inflation through effective use
of demand and supply levers
b) Ongoing delivery of solar installation
and building management systems
to reduce emissions impact and
demand for utilities
c) Rephasing of emissions trajectory to
reflect impact until end of 2025
Risk management and internal control,
see
page 55
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2025
47
Engagement with stakeholders
continued
Who they are
Private Medical Insurers (PMI) provide medical insurance cover
for both employees and individual members.
Why they are important to us
We have contracted relationships with all the major PMIs
in the market. PMIs are a core part of our private business,
representing around 50% of our hospital and clinic revenues.
What is important to them
The need to provide their members with prompt access to
leading consultants, facilities and clinical teams with a strong
track record on safety, quality and patient satisfaction. The
move to digital booking channels and integration with PMIs is
now of increasing importance and nearly 25% of all new PMI
bookings are made digitally and rising.
How we engage
Regular commercial and clinical review meetings are held with
large insurers, covering strategic initiatives, contract
performance, clinical and financial governance, member
satisfaction and operational and clinical KPIs. We also work to
agree and action strategic joint projects. This is a key part of
the relationship and account management of our payors and
therefore is conducted quarterly.
We launched six musculoskeletal specialist centres with
Bupa as part of a pilot programme, and have continued to
develop cancer specialist centres across breast, bowel, and
prostate pathways.
We further consolidated our spinal speciality network with
another two of our key strategic partners (Aviva and Vitality)
and successfully completed our first year within the Aviva hip
and knee specialty network, seeing strong growth in activity.
Board engagement
The board supports management as needed in their
relationships with leading PMIs.
Who they are
Within central government, we work closely with the
Department of Health and Social Care (DHSC). We liaise closely
with the NHS; we work with NHS England, Integrated Care
Boards and local NHS trusts (and the equivalent in Scotland
and Wales).
Why they are important to us
The government sets the political and regulatory environment
in which we operate and overall NHS policy towards the
independent sector. The NHS is a large customer, as we
provide care for NHS patients under nationally and locally
commissioned contracts.
What is important to them
Our ability to provide high-quality, planned care for NHS
patients, helping them to provide choice of provider, address
waiting times and relieve pressure on NHS services.
How we engage
Our local leadership teams maintain their well-established
relationships with NHS counterparts. As well as holding
regular meetings, local NHS leaders visit our hospitals,
to ensure they understand the capability we have and the
services we offer. Our national leadership team maintains
relationships with NHS central teams in England, Scotland and
Wales. We have relationships with various DHSC and NHS
England officials covering a range of portfolios and fed views
into the government’s new agreement with the independent
sector and other issues through the Independent Healthcare
Providers Network (IHPN).
We bid for NHS talking therapy and MSK contracts in England
through central tendering processes, and have regular
engagement with commissioners and the local health system
where contracts are held.
Board engagement
The board supports our executive committee to liaise with
their NHS counterparts to agree the contractual support we
provide to them in meeting Britain’s demand for healthcare.
Responsible executive owner
Chief commercial officer
Responsible executive owner
Chief executive officer/Chief commercial officer
Private medical
insurers (PMI)
NHS and
government
Sentiment
– Spire Healthcare is viewed as a valued partner with a clear
patient focus, accessible, responsive and supportive
– Viewed as getting good outcomes for members and aligned in
views on value based healthcare
Areas of interest
Action/outcomes
– Insurers want good
engagement
– Regular proactive and real-time, open
communications with the insurers:
–
Daily reporting at an individual
hospital and service level of
available care for private patients
–
Regular meetings with the
PMI medical governance and
operational leads
–
PMIs kept abreast of key strategic
initiatives and plans to ensure rapid
access to the best quality clinical
care. Developing our propositions in
partnership
–
Discussions on system integration
and improved member experience
– Insurers looking for
clear commitments
on carbon
emissions and ESG
–
Shared detailed action plan with
clear commitments to net zero
across all scopes
– Insurers seeking
digital alignment
and patient
experience
improvements
–
Seeking opportunities to digitalise
administrative processes and
improve patient experience
–
Further standardisation across the
patient support centres improves
patient journeys and enhances PMI
relationships through more
efficient services for their members
Our market,
see
page 16
Sentiment
– The NHS values our sustained commitment to providing
high-quality care across England, Scotland and Wales
– The government confirmed a new agreement between the
independent sector and the NHS to work more closely to care
for more NHS patients to reduce waiting times
Areas of interest
Action/outcomes
– New agreement
confirms an
expansion in
patient choice for
NHS patients
– Patients are able to opt to receive care
in a hospital of their choice, including
one run by an independent provider.
Spire Healthcare is listed as a provider
to NHS patients when making a choice
with their GP
– Local requests for
assistance to
address elective
care backlog
– Recontracted with local
commissioners for all Spire Healthcare
sites and increased volumes in
eReferrals
– Late in 2025, NHS commissioning
slowed in some localities due to
budgetary restrictions imposed
centrally. We continue to work with
commissioners to navigate this
near-term challenge
Chief executive’s strategic review,
see
page 11
Who they are and how we engage
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2025
48
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders
continued
Who they are
GPs treat all common medical conditions and refer patients
to hospitals and other medical services for urgent and
specialist treatment.
Why they are important to us
GPs are a critical part of our referral network, as most
patients are referred to us by their NHS GP. For that reason,
we seek to liaise closely with them. We are also seeing more
patients self-refer. We have invested in a network of primary
healthcare relationship managers available to all hospitals;
these provide the key link with GPs and deliver training,
education and information.
We also offer our own private GP services, Spire GP and
London Doctors Clinic (LDC). They are a network of GPs,
who are granted privileges to deliver care with us or are
directly employed by or contract with us.
What is important to them
An understanding of our business and services, to
make it easier for them to refer patients to us. They value
a high-quality environment, suitable for consulting
with patients.
How we engage
Our hospitals offer regular educational events which support
the continuing professional development of NHS GPs which
have been extended to include the LDC GPs. Hospital
colleagues also provide educational events on site at NHS GP
practices. We use the feedback that we receive to organise
future events that are tailored to their ongoing needs.
Board engagement
Some of our board members are experienced medical
practitioners and liaise with NHS GPs through medical forums
and conferences.
Responsible executive owner
Group medical director, Chief commercial officer
GPs
Sentiment
– For our private GP network, they value the ability to achieve
a portfolio career across the independent and NHS sectors
– NHS GPs value the relationship between them, their practice
staff and our consultants and hospital teams
Areas of interest
Action/outcomes
– Patient choice and
referrals
– Close relationships maintained with
NHS GPs and Spire services available
on electronic referral system (eRS)
as the main system for making
referrals
– Capacity at all sites is constantly
reviewed and new consultants
engaged to increase capacity
to meet demand
– Limitations on NHS commissioning in
some areas led to longer waits for
some patients, despite government
agreement with independent sector to
work more closely together
Our business model,
see
page 14
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2025
49
Engagement with stakeholders
continued
Who they are
We are required to engage with a range of financial, clinical,
health and safety, and competition and market regulators.
The principal healthcare regulators we engage with are the
Care Quality Commission (CQC), the Healthcare Inspectorate
Wales (HIW) and Healthcare Improvement Scotland (HIS). Safe
Effective Quality Occupational Health Service (SEQOHS)
accredits occupational health services.
Why they are important to us
We are required to be registered with the relevant national
healthcare regulator in order to be authorised to offer
registerable services to patients. This covers most, but not all,
of our hospitals and clinics.
What is important to them
Compliance with the law and all relevant regulations.
How we engage
We have regular dialogue with the healthcare regulators
nationally, with good relationships with the group clinical
director. Recent changes made by CQC have removed local
relationship owners at the hospital level, but these may be
reinstated in 2026. Our hospitals have focused on contact with
inspection teams pre, during and post formal inspections.
Individual locations draw up and implement improvement
plans on the basis of feedback from regulators.
We have regular calls with CQC, HIW and HIS to understand
the changing face of regulation, and to provide assurance
to the regulators of action being taken to maintain and
improve safety and quality, and share good practice. For other
regulators, such as the Competition and Markets Authority, we
have a dedicated legal team who, with external counsel,
monitor and advise the group on legal and regulatory
developments. Spire Occupational Health works closely with
SEQOHS regarding accreditation.
Board engagement
The board supports management with assurance of effective
ward-to-board governance processes and reviews collated
feedback from regulators to identify trends and drive responses.
Responsible executive owner
Group clinical director
Regulators
Sentiment
– 98% of our inspected locations are currently rated ‘Good’
or ‘Outstanding’ or the equivalent by regulators in England,
Scotland and Wales (2024: 98%)
– All inspected VHG locations are currently rated ‘Good’ by CQC
– SEQOHS awarded Spire Occupational Health full accreditation,
the industry standard for occupational health, in late 2023
Areas of interest
Action/outcomes
– CQC faced
challenges in 2025
and continue to
change how they
regulate. CQC are
not yet able to
confirm what these
changes will be in
2026
– We are working with CQC to
understand the changing face of
regulation and its impact on our
business
– Extensive training for colleagues
on the changes – further training will
be undertaken when appropriate
– Registration of
new clinics and
services
– All clinics and services registered or
registration amended in time for
opening
Our strategy: Building on quality,
see
page 25
Who they are and how we engage
Who they are
Employers are the customers for our workplace health offering
which includes occupational health and employee assistance
programmes, along with musculoskeletal and mental health
services. Meanwhile, more employers are providing PMI for
their employees, who subsequently come to us to receive care.
Why they are important to us
We deliver care to employees, but the care is purchased by the
employer as a package to support health and wellbeing, to
prevent ill-health, stress reduction, health intervention,
education and self-help. Therefore the employer is our client
and we seek to support their employees’ health and wellbeing.
What is important to them
The need to provide their employees with access to leading
advice, clinicians, facilities, locations and virtual services with a
strong track record on safety, quality, patient satisfaction and
good quality clinical advice and outcomes, to enable people to
be healthy and productive and to stay in or get back to work.
How we engage
Account managers regularly engage with employers who hold
occupational health or employee assistance programme
contracts, or both, to discuss current and future requirements
and where bespoke services may be developed. Employers
hold contracts with us for mental and physical health on an
annual or pay-as-you-go basis. We work with business leaders
and their human resources, health and safety colleagues,
wellbeing champions, preventative service teams and training
departments to engage on the best mix of support for varied
workforces and types of employer.
Board engagement
The board supports management as needed in their
relationships with employer customers.
Responsible executive owner
Chief commercial officer
Employers
Sentiment
– Clients appreciate transparent, responsive and consistent
communication, being made aware of market trends and
business updates and changes in legislation
– Contract holders feel prepared for upcoming legislation
changes and pleased with the support provided, both
proactive and included in contracts
– Steady need for mental and physical support owing to rising
population ill-health makes employers amenable to purchase
our services: 47% of occupational health referrals are mental
health or musculoskeletal related (2024: 47%)
Areas of interest
Action/outcomes
– Rising workforce ill
health and record
sickness absence
levels
– Strengthened implementation of the
workplace health’s Prevent, Advise and
Treat model, aligned with the KBW
Prevent, Retain and Rehabilitate
framework
– Increasing
employer demand
for both mental
and physical health
support, including
early intervention
and specialist
pathways
– Expanded support from onboarding
to retirement, including early risk
identification, proactive health
promotion, and targeted interventions
tailored to age, role and health need,
aligning with framework being built
by KBW
– Employers seeking
clearer
understanding of
how and when to
engage
occupational
health, with SMEs
reporting cost and
complexity barriers
– Enhanced employer education through
clearer service guidance, manager
training and bespoke wellbeing
resources to improve confidence
and capability
– Launch of pay-as-you-go occupational
health, enabling SMEs to access
occupational health, mental health
and musculoskeletal support flexibly
and cost effectively
– Alignment with the
Keep Britain
Working (KBW)
Review and Spire’s
role as a vanguard
– Active participation in the KBW review
as a vanguard site alongside other
leading providers and employers,
supporting leadership in national
workforce health policy
Our strategy: Expanding our proposition,
see
page 22
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2025
50
Governance report
Overview
Strategic report
Financial statements
Other information
Engagement with stakeholders
continued
Who they are
Our business plays an important part in the communities
in which we operate.
Why they are important to us
We want to be involved in the local communities of our
patients, existing and future colleagues. As a responsible
business, we have a duty to give back to these areas and
contribute to their greater wellbeing. We also have a duty of
care to the environment and have updated plans aimed at
becoming net zero carbon by 2045.
What is important to them
A strategy and local activity that focus on the ethical, social,
environmental, cultural and economic dimensions of
doing business.
How we engage
Local hospital teams forge relationships with community
organisations in their locality and liaise with local authorities
and other local groups when investment projects are planned
which may cause disruption to residents. Many hospitals,
clinics and teams in our primary care services, also undertake
fundraising initiatives for local charities.
We are engaged in environmental projects to reduce
our greenhouse gas emissions and manage our waste
effectively. Engagement with Integrated Care Systems,
including local authorities and community services,
can provide closer links with local health and social
care communities around our hospitals and clinics.
Board engagement
The board reviews our sustainability and environmental
ambitions on a regular basis.
Responsible executive owner
Group general counsel, Chief people officer
Community
Sentiment
– Charities receiving donations express gratitude and explain
what can be provided for recipients through monies raised
– Longer-term relationships with local sites are valued and bring
communities closer
Areas of interest
Action/outcomes
– Continued
cost-of-living
pressures have
affected people in
the communities
we serve, creating
charitable need
– As a business we support several major
fundraising and awareness events
such as Macmillan’s coffee mornings
and Breast Cancer Now’s ‘wear it pink’
– Vita Health Group (VHG) introduced
one day’s paid leave for colleagues
to volunteer each year in 2023 – over
100 people used this option in 2025
to benefit their communities
– Growth in need for
talking therapies
and
musculoskeletal
support in local
NHS communities
– VHG works with voluntary sector
partners to stimulate referrals and
bring services to local communities
– VHG engaged with local partners
to better understand patient groups to
improve access and outcomes
Chief executive’s strategic review, see
page 11
and Our strategy: Championing sustainability, see
page 32
Who they are and how we engage
Who they are
Existing and potential shareholders, analysts and lenders. Our
largest shareholder is Mediclinic, which holds a 29.9% stake
and has a seat on the board.
Why they are important to us
Our investors help to ensure we have access to the finances
and resources we need to develop and grow the business.
What is important to them
Investors are looking for sustainable investment returns on
their capital, and a business that generates sustainable
positive free cash flow. They are keen to understand how we
are building our increasingly integrated healthcare business
with a diversified multi-payor strategy, including expansion
into new areas of healthcare and how we work sustainably
and support the community.
How we engage
Our director of commercial finance and investor relations
manages our relationships and engagement with investors
and analysts.
Our performance and updates on strategy execution are
communicated primarily at full year and half year results, the
annual general meeting, and through other company updates
and engagement activities. Any feedback from the investment
community is then relayed back to the members of the board
and executive team for detailed consideration.
Board engagement
Our chairman, senior independent director and executive
directors have made themselves available to meet regularly
with investors alongside the director of commercial finance
and investor relations, chief executive officer and chief
financial officer.
Responsible executive owner
Chief executive officer, Chief financial officer
Investors
and lenders
Sentiment
– Investors are generally supportive of management’s strategic
vision and execution, including the expansion of primary care
to strengthen our integrated healthcare offering and our
large-scale transformation to prepare the business for
increasing market opportunities
– Investors would like to understand our path to long-term
sustainable value creation, to ensure the value in our asset
portfolio is better recognised in the share price
Areas of interest
Action/outcomes
– Path to long-term
sustainable value
creation
– As announced in September 2025, the
company has been actively evaluating
actions that could drive long-term
sustainable shareholder value. As part
of this review, the company is
considering a range of potential
options, which may include (but is not
limited to) a potential sale of the
company, value generation from the
hospital property estate and
adjustments to our operational and
strategic plans. The process remains
ongoing and there can be no certainty
either that any offer will be made for
the company nor as to the terms of any
offer, if made
– Validity of, and
evolution within,
our existing
strategy amid an
uncertain payor
environment
– Timely updates on strategic initiatives
and trading performance which
reaffirm our current strategy of payor
diversification, continued
transformation and primary and
hospital care integration
– Management engagement with
investors and analysts
– Ability to increase
margins and
returns within
disciplined capital
allocation
framework
– Delivered £30 million in savings in
2025
– Effectively managed pricing and/or
acuity mix, driving 4% increase in ARPC
– Achieved ROCE of 8.0% (FY24: 8.2%)
– Positive
environmental,
social and
governance (ESG)
impacts
– 98% of inspected site rated ‘Good’ or
‘Outstanding’ by regulators
– Enhanced net zero target to achieve
net zero, inclusive of all scopes, by
2045
Risk management and internal control,
see
page 55
Chief financial officer’s review
see
page 74
Our strategy,
see
page 18
Who they are and how we engage
Spire Healthcare Group plc
Annual Report and Accounts 2025
51
Our key performance indicators
We use a range of financial and non-financial metrics to measure performance
in line with our strategy and to deliver strong financial performance.
Non-financial KPIs
Colleague engagement index >75%
100% CQC/HIS/HIW Good or
Outstanding
>75 net promoter score among
admitted hospital patients
Apprentices constitute 5% of our
workforce
Performance
Despite ongoing transformation across the
business, we are achieving solid levels of colleague
engagement. The overall engagement score is 63%
using new methodology and measures in 2025,
with the goal updated to 75% from 80% to reflect
those new measures.
64% of colleagues are proud to work for Spire
Healthcare (2024: 76% for the hospitals business
and 78% for primary care services), a competitive
result against industry standards. The 2025
survey applies to all colleagues for the first time;
the new questionnaire measures what matters
most to people and delivers clear actionable
insights. Key questions have been retained, for
year-on-year comparison.
Performance
98% of inspected hospital and clinic locations are
rated ‘Good’ or ‘Outstanding’ or the equivalent by
regulators in England, Scotland and Wales. 100%
of inspected Vita Health Group and London
Doctors Clinic locations are rated ‘Good’ by CQC in
England. We await re-inspection of Spire
Alexandra in Kent, not inspected since 2016/17.
Performance
We continue to achieve high levels of private
patient recommendation. NPS among admitted
patients was 81, up from 79 in 2024.
We continue to monitor all patient feedback
to drive continuous improvement.
Performance
In 2025 we had 310 clinical and non-clinical
apprentices in the hospitals business and 42 in
primary care, which is 2.6% of our permanent
workforce. 112 colleagues graduated from an
apprenticeship in 2025 (2024: 117).
We will continue to make apprenticeships an
attractive option for new and existing colleagues
and ensure both learning and supervising
colleagues are fully supported, along with
providing other training opportunities for
colleagues.
Why is this a KPI?
We are a people business. Having engaged
colleagues is not only important for their own
wellbeing, but also helps them in their daily
efforts to provide high-quality care to our
patients.
Why is this a KPI?
Providing personalised quality care is our daily
responsibility and a key business driver. We seek to
reach 100% Good or Outstanding ratings from
regulators in England, Scotland and Wales.
Why is this a KPI?
Our net promoter score (NPS) metric measures
admitted patients’ likelihood to recommend Spire
Healthcare to friends or family in need of similar
treatment. This is a key indicator of customer
satisfaction and the quality we are delivering to
our patients.
Why is this a KPI?
There is a shortage of clinicians in the UK and
worldwide. We are committed to building up the
talent pipeline for our business and for the UK
healthcare sector more widely.
Group
Group
2.6%
2024: 3%
63%
2024: 76% and 78%
98%
2024: 98%
Hospitals
81
2024: 79
Hospitals
100%
2024: 100%
Primary Care Services
Spire Healthcare Group plc
Annual Report and Accounts 2025
52
Governance report
Overview
Strategic report
Financial statements
Other information
Our key performance indicators
continued
Non-financial KPIs
continued
Net zero carbon emissions (tCO
2
e)
by 2045
40% female membership of board
and executive committee by 2025
Performance
For 2025, we set an interim emissions reduction
target of 25,916 tCO
2
e while we reviewed our net
zero approach. This followed rebasing in 2024 to
include our subsidiaries. Our actual emissions for
2025 were 24,647 tCO
2
e, so we were 5% ahead of
our rebased 2025 interim target. Since the 2019
base year, emissions are down by 29%.
We enhanced our net zero goal to incorporate
scope 3 emissions, with completion expected by
2045, and new targets to reduce all emissions by
90% by 2045, a near-term target to reduce scope 1
and 2 emissions by 63%, and a target to reduce
scope 3 emissions by 37.5% by 2035. We are
seeking validation through the Science Based
Targets Initiative.
Performance
The combined executive committee and
board demographic in 2024 is 47% female,
level with 2024.
Our executive committee demographic is 40%
female (2024: 33%). We are supporting women to
become leaders within the business, and we have
five women on our board, moving the board’s
gender balance to 45% women (2024: 50%).
We are recognised as the second company in
healthcare in the FTSE 250 Women Leaders
Review, in which our executive committee and
their direct reports combined is listed as 49%
female at 31 October 2025 (2024: 55%).
Why is this a KPI?
We continually seek ways to reduce our impact
on the environment. We are reducing our carbon
emissions, focusing our efforts on waste and
recycling, while working with our suppliers to align
goals to develop healthcare in sympathy with a
sustainable planet. This is part of our approach as
a responsible healthcare business.
Why is this a KPI?
Spire Healthcare wants to support women to
become leaders within the business. More diverse
boards are more effective; diversity drives
innovation and better decision-making and is
reflective of the group and its employees.
Please see Sustainability on
page [
xx
],
TCFD on
page
[
xx
]
and Investing in our workforce for more
information on
page [
xx
]
Year-on-year reductions in gender
pay gap
Performance
In 2025, the overall median gender pay gap
in Spire Healthcare Group was 12.8% for 2025
(2024: 12.3%) which is level with the Office for
National Statistics median of 12.8% published
in November 2025.
2025 saw a focus on major transformations across
the business. In 2026, we will continue to support
women at all levels across the business and better
understand our data and the levers for change.
Group
Group
Group
47%
2024: 47%
Why is this a KPI?
Our purpose is to make a positive difference to
people’s lives and that includes all our colleagues.
Gender pay reflects the structure of our workforce
and is a reflection of the differences in the balance
of male and female workers within the wider
healthcare sector.
5%
ahead of rebased target for 2025 emissions
(24,647 tCO
2
e achieved, target 25,916 tCO
2
e)
(2024: 6% behind)
12.8%
2024: 12.3%
Spire Healthcare Group plc
Annual Report and Accounts 2025
53
Our key performance indicators
continued
Financial KPIs
Revenue CAGR
1
Adjusted EBITDA
*
margin
1
ROCE
*1
Performance
Overall revenue was £1,579.8 million, up 4.5%
compared to 2024, unchanged on a comparable
basis.
Hospital revenue was £1,446.1 million, up 4.0%
compared to 2024, up 4.3% on a comparable basis.
*
Refer to page 77 for a reconciliation of non-GAAP financial
measures.
1.
The group has withheld presenting medium term targets
while the strategic review is underway. Updated medium
term targets will be communicated once this review is
complete.
Performance
Adjusted EBITDA for the group was £268.6 million
in 2024, up 3.3% from 2024, up 3.2% on a
comparable basis.
Hospital adjusted EBITDA was £258.8 million,
up 3.6% on 2024, up 3.9% on a comparable basis.
Hospital adjusted EBITDA margin was 17.9%,
down from 18.0% in 2024.
Performance
Spire Healthcare seeks financial discipline with a
clear capital allocation policy and targeted
investment. We have improved operational
effectiveness with our efficiency programmes
which delivered £30 million savings in the year. We
have also optimised pricing and managed our mix
of services towards high acuity procedures.
Adjusted EBIT has increased by 0.4% (0.4% on a
comparable basis) to £150.5 million. ROCE is
slightly down by 0.2 percentage points to 8.0%.
Why is this a KPI?
Monitoring revenue provides a measure of Spire
Healthcare’s growth.
Why is this a KPI?
The margin we achieve reflects the group’s
efficiency in generating shareholder returns from
the hospital business, which excludes primary care
services. An increasing margin makes the profit
more resilient to adverse effects and
demonstrates the group’s strategy for managing
cost and targeting private payors is the right one.
Why is this a KPI?
ROCE is an important metric and measures how
well the group’s capital is being deployed to
generate returns. Adopting ROCE as a KPI
influences future investment strategy by the
business to ensure that available capital is directed
towards generating improving shareholder return.
Risk management and internal control
– for more information, see
page 55
Read more in our Financial statements,
see
page 126
Hospitals
Hospitals
8.2%
7.5%
6.2%
4.9%
2024
2023
2022
2021
2025
8.0%
2024
2023
2022
2021
2025
1,390.2m
1,327.6m
1,198.5m
1,106.2m
1,446.1m
18.0%
17.6%
17.0%
16.1%
2024
2023
2022
2021
2025
17.9%
Group
Spire Healthcare Group plc
Annual Report and Accounts 2025
54
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
The board has a consolidated view of Spire Healthcare’s key risks. Our risk management and internal control
processes are managed through the audit and risk committee (ARC), in association with the clinical governance
and safety committee (CGSC).
Risk management
The risk management framework (on page 58) is how we identify, evaluate and mitigate risks at all levels.
All significant risks are recorded on our risk management system.
We review a range of potential emerging risks and their possible impact on Spire Healthcare using internal and
external sources of emerging risk information, such as The World Economic Forum’s
1
annual risk assessment,
and our ongoing assessment of hospital, corporate and principal risks.
We employ a structured risk management approach to identify, assess and manage significant risks. Risks are
evaluated based on their potential impact and likelihood, with assessments conducted on a ‘current’ or ‘net’
basis, reflecting the residual risk after existing controls are considered.
Comprehensive risk registers detail not only the nature of each risk, but also associated mitigation strategies
and management actions to reduce risk exposure, where appropriate. For principal risks, sources of assurance
regarding the effectiveness of mitigation measures are reported to the ARC. Risk reporting to both the
Executive Committee and the ARC is based on current risk exposure. Accordingly, the prioritisation of risks in
this report reflects their status. A visual representation of our relative principal risks exposure is on page 56.
Each risk is assigned a designated risk lead responsible for ongoing risk monitoring and mitigation. In alignment
with our Enterprise Risk Management Policy, we review risk registers at intervals of one, three or six months, or
more frequently in response to significant changes in the external environment, such as new legislation.
Current risk environment
In 2025, we continued to face geopolitical uncertainty, ongoing conflicts in the Middle East and Eastern Europe
and continued political instability in several advanced economies. Despite these challenges, the UK and US
maintained relative domestic stability following their 2024 elections, which supported resilient supply chains
and ensured no material disruption to our operations throughout the year.
Looking ahead to 2026, the global geopolitical environment remains highly unpredictable, with risks that could
influence trade flows, energy markets and investor confidence. Domestically, the UK economy is forecast to
deliver modest growth. The Bank of England’s November 2025 Monetary Policy Report projected GDP growth
averaging 1.6% between 2026 and 2028, with inflation expected to remain close to 2% and unemployment
around 4%.
The UK Autumn Budget 2025 introduced measures that increase Spire Healthcare’s cost exposure and
competitive pressures. Key changes include a 4.1% rise in the National Living Wage, and frozen tax and National
Insurance thresholds, which will elevate labour costs through fiscal drag. Additionally, adjustments to salary
sacrifice rules reduce employer NIC relief, further impacting costs. Significant investment in NHS infrastructure
and digital upgrades should strengthen public healthcare capacity, although we still expect to play a significant
part in supporting the NHS achieve its waiting list targets. These developments heighten risks around inflation
and wage growth, requiring proactive cost management and strategic positioning.
Risk appetite
While we make every effort to minimise risk, it is not feasible to eliminate risks. Accordingly, we make informed
decisions that balance potential risks against the anticipated benefits and optimal use of resources.
Our risk appetite defines the level of risk we are willing to accept, tolerate or be exposed to in pursuit of our
strategic objectives. We are committed to maintaining the highest standards of patient safety and clinical care.
In line with this commitment, we adopt a minimal risk appetite for all safety and compliance-related
objectives, including preventing patient harm and protecting public and employee health and safety.
Conversely, we accept a higher level of risk in areas that support innovation, strategic growth and operational
efficiency. In these domains, we remain agile and forward-looking, while ensuring that compliance with legal
and regulatory obligations takes precedence over other business priorities.
We apply the following definitions to our risk appetite for the strategic principal risks:
VL
Very low:
A high level of risk mitigation or risk avoidance representing the safest strategic route available
L
Low:
Seeking to integrate sufficient control and mitigation methods to accommodate a low level of risk
B
Balanced:
An approach that brings a high chance for success, considering the risks, along with reasonable
rewards, economic and otherwise
H
High:
Willing to consider bolder opportunities with higher levels of risk in exchange for increased
business payoffs
VH
Very high:
Pursuing high-risk, unproven options that carry with them the potential for high-level rewards
The risk appetite for each principal risk is on pages 59 to 66 in the detailed risk descriptions.
Principal risks outside of risk appetite
There are no principal risks outside our risk appetite.
Responsibility for risk management and internal control systems lies with
the board of directors.
Spire Healthcare Group plc
Annual Report and Accounts 2025
55
Risk management and internal control
continued
Material change to our risk profile from 2024
During 2025, we regularly reviewed our principal risks and made the following changes:
–
We merged previously reported risks relating to transformation and digitalisation into one principal risk
regarding transformation execution.
–
Following the decision to increase risk scoring regarding disruption to our supply chain in 2024, this risk again
increased in likelihood earlier in 2025 in response to global uncertainty and potential impacts to our supply
chain. Following further work in 2025, the November 2025 ARC meeting reduced this risk score back to the
2024 reported position. In 2025 we conducted a thorough review as to our exposure to the global trading
environment. Over 98% of contracted supply arrangements were with UK entities and, aligned to wider
supply chain controls, we are content with the overall risk exposure.
–
Recent changes in NHS commissioning and governance frameworks have amplified uncertainty for
independent providers. The shift toward system integration and evolving procurement models has
lengthened the process for agreeing indicative activity plans, creating delays that impact revenue
predictability and operational planning. These governance changes also introduce variability in
commissioning priorities and funding flows, increasing the risk of sudden adjustments to case mix or pricing
structures. Such delays and structural changes heighten exposure to financial and capacity risks, as they
constrain our ability to forecast demand accurately and optimise workforce deployment. We continue to
engage proactively with commissioners and system partners to mitigate these challenges, while
maintaining flexibility in resource allocation and strengthening relationships to secure timely agreements.
At the half year, we noted risks in relation to indicative activity plans and the broader NHS dynamics. Given
the on-going uncertainty, we have increased consequence scoring of this risk. We continue to undertake
significant work in this area, as detailed on page 61.
–
Our workforce principal risk increased due to a convergence of heightened external labour-market pressures
aligned to the potential disruption of internal change. Persistent national shortages of clinical staff,
intensified competition for scarce skills, and rising employment costs increased the likelihood of workforce
disruption, while the group’s restructuring and workforce rebalancing programme introduced additional
short-term execution, engagement and retention risks. Although these actions are intended to strengthen
medium-term resilience and cost control, the combined effect during the year was an elevated risk profile,
justifying an upward movement in workforce risk scoring.
Emerging risks
We monitor and respond to the dynamic risk landscape shaped by geopolitical, technological, environmental
and societal forces. In alignment with The World Economic Forum’s Global Risks Report 2025
1
and sector-
specific insights, we consider these emerging risks are most relevant to our operations:
1. Geopolitical instability
The escalation of state-based armed conflicts and political fragmentation globally has heightened the risk of
widespread disruption, particularly for medical equipment and pharmaceuticals. While our supply chains have
remained resilient, ongoing volatility requires enhanced contingency planning and supplier diversification.
2. Technological risk and AI integration
The adoption of AI in diagnostics and operational systems presents opportunities for efficiency and
innovation, but also increases risks related to algorithmic bias, misdiagnosis and regulatory compliance. We are
committed to responsible AI deployment, ensuring transparency, validation and clinical oversight.
Principal risks
The diagram shows the principal risks of the group. Further detail on individual risks is on pages 59 to 66.
Ranked by likelihood
Category
1
Inflation and
wage inflation
Financial
2
Private market
dynamics
Financial
3
Climate change
Environment
4
Cyber security
Technology
5
Transformation
execution
People
6
NHS market
dynamics
Financial
7
Brand reputation
Social
8
Government
policy
Geopolitical
9
Supply chain
disruption
Geopolitical
10
Major
infrastructure
failure
Technology
11
Clinical quality
Clinical and
patient safety
12
Expanding our
proposition
Corporate
governance
13
Workforce
People
14
Data protection
Corporate
governance
15
Anti-microbial
resistance
Social
The principal risks fall under
the following categories:
3
11
5
6
13
9
15
1
2
7
8
12
Likelihood
Consequence
Low
Medium
Low
Medium
High
High
Movement
since 2024
4
10
14
1.
Global Risks Report 2025 | World Economic Forum
Spire Healthcare Group plc
Annual Report and Accounts 2025
56
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
continued
The central clinical team oversees a national programme of clinical reviews including testing, aligned to the
approach taken at regulatory inspections. The central clinical team also oversees the drafting, communication
and training of a comprehensive set of clinical policies and procedures. These form part of the quality strategy
and ensure that clinical risk and clinical regulatory compliance is managed effectively across all registered sites.
Governance activities are monitored by the integrated quality governance team and are reported regularly to
the safety, quality and risk committee, the executive committee and the clinical governance and safety
committee. Each hospital has a risk register through which clinical and medical risks are managed, mitigated
and escalated through to the operational safety, quality and risk; safety, quality and risk; and clinical
governance and safety committees where required.
Comprehensive, non-financial management information on quality including safety, clinical effectiveness and
patient experience is produced and reviewed monthly against pre-agreed standards by the corporate
integrated quality governance and clinical teams; reported to the safety, quality and risk committee sub-
committee bi-monthly; and reported to the clinical governance and safety committee quarterly.
We are subject to substantial levels of external inspection and review, both by national healthcare regulators
(CQC/HIW/HIS), and through invited assurance inspections such as the rolling programme of health and safety
inspections, carried out by third-party specialists. The executive committee and the clinical governance and
safety committee review the outcomes of these activities. In 2025, we had five CQC and HIW/HIS inspections,
those which have received a final report and rating, all produced ‘Good’, ‘Outstanding’, or equivalent
performance assessments. Throughout 2025, we have maintained the structures and processes to provide the
evidence and assurance required to monitor clinical regulatory compliance.
Financial and operational controls
Our fundamental financial controls remained consistent during 2025. The group financial controller has
overseen a strengthening of these controls as part of our assessment of our material controls, supported by
Internal and External Audit. Our finance function operates through on-site finance directors at each hospital,
supported by a central finance function based in Reading. Key controls within our material control framework
include:
–
The annual process of preparing business plans and budgets, followed up by close monitoring of operational
performance by the executive committee and the board
–
Weekly forecasting and actual reviews to drive corrective actions, alongside monthly monitoring of actual
results, compared to budgets, forecasts and the previous year
–
All material capital, leasing and acquisition projects are subject to an investment evaluation and
authorisation procedure, including board approval, when the forecast expenditure exceeds the level of
delegated authority
–
Regular reviews of our cash flow position to ensure that our borrowings are aligned with our growth.
Half-yearly detailed cash flow forecasts are reviewed and used for controls over going concern goodwill
impairment and banking covenant assessments
–
Embedded segregation of duty controls
–
Key account balance sheet reconciliations to ensure accuracy within our accounts.
We receive regular fraud updates from the NHS Counter Fraud Authority, supplemented by our NHS Counter
Fraud service provider Grant Thornton and, where relevant, disseminate fraud alerts to relevant colleagues.
Other non-financial operational risks are managed by means of the application of best practice, as defined by
group policies and standard procedures.
3. Climate change and environmental resilience
Climate-induced events such as extreme weather, flooding and heatwaves pose risks to infrastructure, patient
access and workforce safety. We are assessing climate resilience across its estate and exploring sustainable
healthcare delivery models in line with WEF’s climate-health recommendations.
4. Workforce sustainability and burnout
Whilst we reflect on risks associated with transformational change across our workforce within our principal
risks, the sector faces ongoing challenges in attracting and retaining skilled clinicians, compounded by rising
labour costs and burnout. While our transformation programme is designed to combat these challenges, we
are mindful of the broad workforce risks across the sector. These pressures may impact service quality and
operational efficiency.
5. Regulatory and policy shifts
Changes in UK healthcare policy, including NHS pay awards, minimum wage increases, indicative activity
planning and evolving compliance standards, may affect cost structures and strategic planning. We maintain
active engagement with regulators and policy bodies to anticipate and adapt to legislative developments.
Internal controls
Internal controls framework
The Financial Reporting Council published the 2024 Corporate Governance Code requiring new disclosures on
risk management and internal control environment for our fiscal year beginning 1 January 2026. In preparation,
we have documented and strengthened our controls framework, applying both a top down and bottom up
approach to identify key control activities, some of which are described below. The framework is owned by the
respective executive members, with oversight and reporting undertaken by the Chief Financial Officer to the
Audit & Risk Committee twice yearly.
We conducted a dry run of our review procedures to evaluate the operational effectiveness of these controls as
at 31 December 2025. This review leveraged existing assurance frameworks, supplemented by control owner
declarations and internal control testing. We will continue to refine our processes to ensure full compliance
with the new code requirements.
Policies and governance
We operate a governance framework of committees providing effective oversight and escalation across all
areas of operation (see page 85 for details). Policies and procedures covering all significant activities and risks
are maintained and reviewed by the Policy Approval Committee (PAC), a cross-functional group reporting into
the safety, quality and risk committee. The PAC meets monthly and publishes updates on our intranet. All
policies follow a standardised creation and review process, with a default three-year review cycle. The board
reserves the right to review and approve any policy.
Clinical delivery and compliance assurance
As a provider of clinical services to patients, we face specific non-financial risks. We have strong control
structures: our group medical director oversees the governance of the medical professional standards of 8,740
consultants through the medical professional standards committee, the processes for the management of
practising privileges, and setting medical governance policy. The integrated quality governance team supports
a suite of clinical audits that assess compliance with key areas of patient safety.
In 2025, we implemented a new quality strategy for delivering care focused on excellence in all areas of quality.
The four pillars of this strategy are patient safety, patient experience and engagement, clinical effectiveness
and outcomes and quality improvement (see page 25).
Spire Healthcare Group plc
Annual Report and Accounts 2025
57
Risk management and internal control
continued
Information Security Management Framework (ISMF)
Our ISMF encompasses IT controls relating to cyber security, access management, disaster recovery and data
protection to ensure resilience and compliance across our information systems. Assurance over the
effectiveness of our ISMF is through annual certifications against ISO 27001, the NHS Data Security and
Protection Toolkit and Cyber Essentials Plus. Work has also been undertaken as part of our broader internal
audit plan in 2025 in relation to National Institute of Standards and Technology (NIST) framework.
Internal Audit
In 2025, an in-house director of internal audit was supported by a dedicated team from RSM, which provides
co-source internal audit resource. The internal audit activities are reported in the audit and risk committee
report on pages 98 to 102.
Continuous learning
We are committed to continuous improvement by learning from incidents, complaints, control failures and
regulatory non-compliance, underpinned by our Patient Safety Incident Response Framework (PSIRF). While
robust controls reduce risk, they cannot eliminate all error or loss. We investigate all events to identify root
causes and prevent recurrence.
We promote an open culture that encourages reporting through multiple channels, including Freedom to
Speak Up (FTSU) guardians in every hospital, corporate team, and primary care site, a central concerns team,
executive contacts and an independent whistleblowing helpline for anonymous reporting. Oversight of
incident management and trends is provided by hospital management, the executive committee, the audit
and risk committee and the clinical governance and safety committee. Further details are in Our Strategy (page
18).
Our risk management framework
Governed by our board-approved enterprise risk management policy
Corporate risk registers
Executive sub-committees
Principal risk register
Board and executive committee
Emerging risk register
Board and executive committee
Risk assessment libraries
Heads of departments
Hospital risk registers
Hospital leadership teams
Ward
to
Board
Materiality
Spire Healthcare Group plc
Annual Report and Accounts 2025
58
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
continued
Link to strategy
1. Inflation and wage inflation
Executive owner(s):
Chief financial officer, Chief operating officer, Chief people officer
Risk description
In 2025, the UK economy showed signs of stabilisation, albeit
growth remained sluggish. As of December 2025, the UK
Consumer Prices Index (CPI) rose by 3.4% year on year, up from
3.2% in November, reflecting upward pressures from tobacco
duties and higher airfares over the Christmas period. While
inflation has eased considerably from its 2022 peak, it remains
above the Bank of England’s 2% target, with forecasts indicating a
gradual decline toward target through 2026. The Bank of England
base rate currently stands at 3.75% following a reduction from 4%
in December 2025, and policymakers have maintained a cautious
stance, signalling that further rate cuts will be data dependent
given persistent service sector and inflation pressures. Key risks
for us remain:
– Wage inflation: Core CPI services inflation remains elevated at
4.5%, reflecting continued pressure on wages in labour-
intensive sectors like healthcare
– Energy and food volatility: Food inflation rose to 4.5%, and
energy-related costs remain sensitive to geopolitical tensions in
Ukraine, the Middle East and across Europe, posing risks to
operational budgets
– Cost of living impact: Sustained inflation may affect patient
affordability and staff retention, particularly in lower pay bands
– Investment sensitivity: While interest rates have eased, they
remain high relative to pre-pandemic levels, potentially
impacting both capital investment and private healthcare
demand
Risk impact
While our turnover rate has been positive in 2025 and our staffing
models enable flexibility, we would be impacted by increased
staff turnover aligned to wage inflation.
Reduction of self-pay patients as inflationary pressures reduces
affordability and volumes, requiring us to continue to assess our
payor mix.
We are already seeing a more proactive tendering on pricing
through our contract renewals with PMI providers.
Risk mitigation
Whilst macro inflationary pressure remains, we do continue to
benefit from a range of inflation mechanisms built into the PMI
contracts and will benefit from our ability to change self-pay
pricing quickly via our pricing engine subject to prevailing market
conditions.
Our conversion rate from outpatient appointment to admission
has continued to perform well in 2025.
We continue to respond to changing economic circumstances by
optimising our private and NHS-funded work, ensuring we are not
over-reliant on one income source, and supported by an efficient
cost base.
The government has clearly set out its aims to reduce waitlists
and the independent sector will be a key partner to achieve this
within the 10-Year Plan. Our focus therefore remains working
closely with commissioners to increase capacity and continue to
drive growth in NHS activity, whilst continuing to work flexibly in
an improving self-pay market, growing our PMI partners and
continued growth in the primary care sector.
Increases to National Minimum Wage in 2026 are included in our
budgets and longer-term forecasts, with clear recruitment and
retention approaches across those roles.
Risk appetite
B
Risk movement:
2024
2025
Link to strategy
2. Private market dynamics
Executive owner(s):
Chief commercial officer
Risk description
There is a risk that private healthcare demand softens because of
the ongoing buying power of the top four insurance providers,
which have an estimated 90% market share.
We have individual contracts with all major PMI providers. These
contracts come up for renewal on a recurring basis. It is possible
that renewal of contract terms cannot be secured on historical
terms, or that any commercial uncertainty impacts our
negotiating stance.
The self-pay market may also soften if:
– Affordability among our core target market decreases as
inflation or higher tax take reduces disposable income
– Growth in the self-pay market is constrained by low growth in
the UK economy
– Competitors reduce prices to secure market share
Risk impact
– Loss of, or renewal at lower tariffs of an existing PMI
contractual relationship with any of the key insurers could
significantly reduce our revenue and profit
– A material reduction in the self-pay market could have a
material impact on our profitability and margin
Risk mitigation
We invest in high-quality patient care service to our self-pay and
insured patients of our PMI partners.
We ensure we have long-term contracts in place with our PMI
partners that avoids co-termination of contractual arrangements.
Continuing to invest in our well placed portfolio of hospitals
provides a natural fit to the local requirements of all PMI
providers.
We continue to invest in efficiency programmes to offer the best
combination of high-quality patient care at competitive prices,
using our sophisticated pricing capability.
We continue to deploy national multi-media advertising
campaigns highlighting the benefits of private healthcare, which
has embedded brand awareness across our customer base and
the sector.
We promote patient financing as a payment option.
Our three patient support centres seek to improve patient
pathways, increase efficiencies and the ability to manage
patients more effectively and more quickly, making Spire
attractive for PMI partners.
Ongoing investment in primary care services ensures we are well
placed to meet rising demand for primary care.
Risk appetite
B
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
59
Risk management and internal control
continued
Link to strategy
3. Climate change
Executive owner(s):
Group corporate affairs director
Risk description
There is a risk that climate-related events and the transition to a
low-carbon economy could disrupt our operations, increase costs
and impact long-term sustainability objectives. Ultimately, the
global trajectory for reducing greenhouse gas emissions is off
target, meaning the likelihood of climate impacts affecting us is
growing.
Key drivers include:
– Physical risks such as extreme weather events that may
damage infrastructure, disrupt patient access or strain HVAC
systems.
– Transition risks from evolving regulatory requirements, carbon
pricing and stakeholder expectations around environmental
performance.
– Energy market volatility, with rising costs linked to carbon-
intensive energy sources, potentially impacting operational
expenditure.
– Reputational risk if Spire is perceived to be lagging in its
environmental commitments.
Risk impact
Failure to effectively manage climate-related risks could lead to
operational disruption, increased capital expenditure (HVAC
upgrades, flood resilience) and higher energy costs. Inadequate
response may also result in reputational damage, reduced
investor confidence and missed sustainability targets, ultimately
affecting our ability to deliver on our strategic objectives,
maintain regulatory compliance and protect long-term
profitability.
The regulatory landscape around climate change is likely to
tighten, which will impact us financially as we incur greater costs
to ensure compliance.
Risk mitigation
Our flood risk mitigation includes a continued periodic review of
our estate in relation to existing and predicted flood risk zones
and investing in improved roofing and drainage where we have
identified vulnerabilities. None of our sites are situated in
predicted high risk flood zones or in coastal areas predicted to be
at risk from rising sea levels.
We have an investment plan for upgrading vulnerable hospitals
which takes into account for predicted increases in ambient
temperature profiles expected within the lifespan of the plant.
Further mitigation measures include extreme weather warning
protocol and business continuity plans to provide emergency loan
HVAC plant.
Our carbon emissions reduction strategy encompasses our scope
3 emissions and will be independently validated under the
internationally recognised SBTi (Science Based Target Initiative) in
2026. Using 2024 as our emissions baseline, our revised target will
be to reduce all emissions by 90% by 2045, with an interim
near-term target of reducing scope 1 and 2 emissions by 63%, and
scope 3 by 37.5% by 2035. The key benefits arising from the
recommendation are:
– Alignment with NHS emission requirements for its suppliers (an
obligation to continue to provide services to NHS)
– Alignment of our capex expenditure associated with
degasification of estate over 20 years, rather than five years
under the current plan
– Enhanced ESG integrity arising from adopting the
internationally recognised SBTi-validated reduction plan
Risk appetite
B
Risk movement:
2024
2025
Link to strategy
4. Cyber security
Executive owner(s):
Chief financial officer
Risk description
We manage a complex landscape of physical and digital data
assets, including patient records, commercial information and
staff data. Healthcare data remains highly valuable to criminal
and hostile state actors. Our risk profile has evolved and now
includes:
– Increased frequency and sophistication of cyber-attacks,
including ransomware, agentic AI-driven attacks and supply
chain compromises.
– Greater prevalence of attacks targeting medical devices (IoT/
IOMT), with 22% of healthcare organisations’ reporting direct
impacts.
2
– Evolving phishing and social engineering tactics, including
AI-generated phishing, vishing and deep-fake impersonations.
– Insider threats, including risks from shadow AI and
unauthorised use of generative AI tools.
– Regulatory changes, with the introduction of the Cyber Security
and Resilience Bill, NIS2 Directive and the NHS England Cyber
Security Charter increasing compliance obligations.
– Talent shortages and workforce challenges in cyber security,
increasing operational risk.
Risk impact
A successful cyber-attack or data breach could result in:
– Disruption to clinical and business operations, including
potential impact on patient care due to ransomware or medical
device compromise.
– Theft or compromise of sensitive patient, staff or commercial
data, with potential for regulatory enforcement and litigation.
– Material costs to recover operations, including ransom
payments, system restoration and incident response.
– Financial penalties for breaches of data protection law and
compensation claims from affected individuals.
– Reputational damage, loss of patient and partner trust, and
negative media coverage.
– Increased risk of regulatory non-compliance, especially with
new CAF-aligned DSPT, NIS2 and NHS Cyber Security Charter
requirements.
– Loss of critical services or data due to supply chain or third-party
breaches.
Risk mitigation
We have implemented and continue to enhance a comprehensive
cyber security programme, aligned to our Cyber Assessment
Framework, ISO and NIST frameworks. We maintained ISO27001
and Cyber Essentials Plus accreditations; with the 2025 Data
Security and Protection Toolkit completed with ‘Standards
Exceeded’. Our broader suite of cyber controls include:
– Operationalising new NHS cyber governance forums to
strengthen oversight of patching, vulnerability remediation,
supply chain risk, and secure configuration.
– Preparing for the 2026 CAF-aligned DSPT assessment and
conducting gap analysis for NIS2 and the Cyber Security and
Resilience Bill.
– Full deployment of Tanium for vulnerability management, with
measurable reduction in vulnerabilities and legacy system
retirement.
– Ongoing RFP for IoT/IOMT vulnerability management solutions.
– Enhanced incident response with new playbooks (ransomware,
DDoS, system loss, insider threat) integrated with ServiceNow
and aligned to ITILv4.
– Migration of Varonis to SaaS and implementation of Microsoft
Purview for data loss prevention, resulting in significant
reduction in overexposed sensitive files.
– Regular red team and penetration testing, including physical
security assessments.
– Phishing susceptibility was reduced from 15.8% to 2.2%
through targeted campaigns and training.
– Ongoing assessment and monitoring of compliance with our AI
governance when using the AI we have implemented.
Risk appetite
B
Risk movement:
2024
2025
2. Health-ISAC_2025-Annual-Threat-Report.pdf
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
60
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
continued
Link to strategy
5. Transformation execution
Executive owner(s):
Group medical officer
Risk description
We continue to transform our business through centralisation,
standardisation and digitisation to improve patient pathways, our
patient experience and improve business efficiency. There is a risk
that this change fails to deliver the planned operational and
financial benefits because we fail to engage our patients,
consultants and colleagues.
Risk impact
Should we fail to execute our transformation effectively, this
would destabilise and disrupt the business, impacting our ability
to meet patient demand effectively and having an impact on
staff engagement, consultants choosing to work with us, and
staff morale.
Ultimately, failure to execute our plans risks impacting benefits
realisation, potentially exceeding budget and falling behind
quality standards.
Note: This is a combination of the organisational transformation
and digitalisation, automation and efficiency risks reported in 2024.
Risk mitigation
– Governance – we have a programme hierarchy of project,
programme and steering board committees responsible for
overseeing projects, ensuring project objectives are met and
associated risks are well managed, and escalated where
required. These committees report into the executive and
board committees
– Executive accountability – we have dual executive committee
representation on all programme boards, with best practice
project management processes in place, including disciplined
stage gate reviews, lessons learnt reviews and comprehensive
risk and issue management
– Investment – we are expanding the Information Technology
Operating Model to ensure we have adequate resource to
support the technical aspects of the transformation
programme
– Being kind – a set of established principles for those affected by
organisational change, including offering comprehensive
outplacement support and enhanced redundancy packages,
underpinned by ongoing and effective communication
Risk appetite
B
Risk movement:
2024
2025
Link to strategy
6. NHS market dynamics
Executive owner(s):
Chief commercial officer
Risk description
There is a risk that the political agenda reducing NHS waitlist
times is constrained by funding available from the Treasury. Any
reduction in NHS funding may result in a reduction in activity to
the independent sector and in particular elective care.
This is a significant sector-wide challenge.
Risk impact
The outlook remains highly uncertain, but the NHS could present
significant headwinds, primarily driven by a reduction in NHS
commissioning activity linked to Integrated Care Board budgetary
constraints. This slowdown has impacted volumes and created
uncertainty around tariff uplifts, with proposed increases falling
short of inflationary pressures. These dynamics, combined with
rising operational costs, have placed pressure on margins and
pricing flexibility.
Further, while average revenue per case (ARPC) uplift remains a
strategic lever, the ability to pass through cost inflation into
pricing has been constrained by NHS tariff structures. This
reinforces the need for proactive engagement with
commissioners and a focus on higher-margin case mix to mitigate
the impact of subdued NHS activity.
Risk mitigation
We optimise the balance of resource utilisation and margin
contribution when assessing work we undertake for the NHS,
whilst maintaining diversification of revenue streams with
self-pay, PMI patients and new business streams.
Our diversified revenue base, spanning private medical insurance
(PMI), self-pay, and NHS partnerships, continues to underpin
financial stability. Growth in self-pay and PMI demand has
partially mitigated NHS volatility, supported by targeted
marketing and enhanced patient experience initiatives.
We continue to invest in efficiency programmes to ensure that
we can offer the best combination of high-quality patient care
with acceptable margins at NHS tariff prices.
We are actively collaborating with local commissioners to
navigate short-term challenges and ensure continuity of care. This
agility positions us to capture incremental NHS volumes as
market conditions stabilise and waiting list pressures persist.
The implementation of key transformation programmes
delivering £30 million in savings during the current financial year,
with further efficiencies planned for 2026 illustrates our ability to
manage cost and mitigate the risks associated with fluctuating
NHS activity levels. Initiatives such as centralised patient support
centres and digitalisation of administrative processes have
improved operational resilience and reduced overheads. These
measures help offset wage inflation, energy cost increases, and
other structural cost pressures.
Risk appetite
B
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
61
Risk management and internal control
continued
Link to strategy
7. Brand reputation
Executive owner(s):
Chief commercial officer, Group corporate affairs director
Risk description
Our brand reputation interconnects with other principal risks,
especially clinical quality and cyber security. Our future growth
depends upon our ability to maintain and continue to enhance
our reputation among patients, clinicians and other stakeholders.
As our brand presence grows, there is an increase in potential
adverse events, such as:
– Patient notifications and recalls
– Inquests
– Mishandling of patient data
– A breach of law or regulation
Risk impact
If we fail to protect or grow the brand, it may harm our ability to:
– Maintain or grow income
– Attract and retain patients, colleagues and consultant partners
– Win new contracts
– Raise capital at competitive rates
– Meet our regulatory obligations
Risk mitigation
Our primary mitigation against damage to our brand reputation
is through managing our principal risks; in particular, how we
ensure clinical quality and mitigate risks associated with cyber
security and our workforce.
In addition, we continue to:
– Invest in the awareness and health of the brand through
national advertising, public relations and centrally coordinated
social media
– Build our reputation and enhance understanding among
analysts, public commentators, key stakeholders, public bodies
and parliamentarians
– Comprehensive crisis communications planning
– Creating social value supports our brand reputation
We contribute to social value through:
– Delivering good quality healthcare to patients who need it the
most
– Reducing waiting times for NHS patients through increasing
capacity
– Generating positive social impact for colleagues and
communities
– Community efforts to support local businesses and charities
and environmental efforts to reduce our impact
– The onward value created by our apprenticeship programmes
All of these mitigations support our stakeholders while enhancing
our brand reputation as a provider, partner and employer of
choice.
Risk appetite
B
Risk movement:
2024
2025
Link to strategy
8. Government policy
Executive owner(s):
Chief executive officer, Group corporate affairs director
Risk description
There is a general risk that the government’s economic, public
spending and employment policies could have an impact on our
sector. Monetary policies in relation to wage growth and the
National Minimum Wage require appropriate budgeting, whilst
structural reform in the NHS creates on-going uncertainty.
Risk impact
Changes in government policy for the NHS or broader fiscal and
spending policy could materially affect our profitability.
Uncertainty in the sector may also impact our ability to forecast
and deliver activity in line with expectations.
Risk mitigation
We continue to foster strong relationships with government
ministers and advisors across the Department of Health and
Social Care and other relevant departments, such as the
Department for Work and Pensions.
The government’s 10-Year Plan outlines continued collaboration
with the independent sector to support its mandate to reduce
waiting times, while the Sir Charlie Mayfield review highlights a
national reset in occupational health, creating demand for private
healthcare providers to deliver:
– occupational health services
– rapid access to diagnostics and treatment
– support for employer-led health initiatives
We contribute to policy debates directly, for example, through our
role as a vanguard provider and employer as part of the Keep
Britain Working Review and through sector and broader business
coalitions as a member of both the Independent Healthcare
Providers Network (IHPN) and British Chambers of Commerce
(BCC).
Although we do not anticipate rapid growth in self-pay and
private medical insurance demand in the short term, we are well
positioned to respond effectively should NHS waiting lists remain
elevated and we see a sustained increase in self-pay.
Risk appetite
B
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
62
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
continued
Link to strategy
9. Supply chain disruption
Executive owner(s):
Chief financial officer
Risk description
Disruption in the global and UK supply chains could lead to
shortages of critical components or products within:
– Medicines
– Consumables
– Prostheses
– Food
– Green energy supply
– Medical gases
– Oil and gas
– Electronic components for medical equipment
Risk impact
Our hospitals rely on a wide range of products to conduct
operations and procedures. Shortfalls in fulfilment of fresh food
orders for example, could result in hospitals having to cancel
inpatient operations and procedures.
We are heavily reliant on medical consumables to carry out basic
procedures, such as taking blood samples. Shortages in raw
materials or supply chain disruption from manufacturers could
result in hospitals having to cancel operations and procedures.
Challenge on UK and global pharmaceuticals from tariffs and the
US’s ‘Most Favoured Nation’ rule may result in increased drug
pricing, which we are unable to pass on.
Risk mitigation
We run a centralised supply chain with a national distribution
centre (NDC) and its own vehicle and driver fleet. Consumables
are held at the NDC with an average of six weeks’ supply;
medicines and prostheses are held at hospital sites. Our
centralised procurement function, with the support of a
permanent presence from the clinical team, can source
alternative supplies to maintain hospitals’ activities in the event
of any orders not being fulfilled.
Fresh food is supplied through a national food distributor with its
own delivery fleet and directly employed HGV drivers. We have
contingency menu plans in case of fresh food shortages.
Any national shortages in critical medicines and medical gases
are managed by NHS Supply Chain, with allocations based on our
activity.
We work with wholesalers and directly with manufacturers to
manage pricing differentials. Many of our PMI contracts are linked
to Brand and Formulary, which enables robust cost control in
relation to drugs and an ability to pass on cost changes. Where we
have minor exposure, we still have alternative wholesale and
fallback supplier options.
We have undertaken an impact assessment in 2025 with our key
suppliers, and identified no material impact to costs or product
availability.
Risk appetite
L
Risk movement:
2024
2025
Link to strategy
10. Major infrastructure failure
Executive owner(s):
Group chief nursing officer, Chief operating officer
Risk description
There is a risk of disruption due to failures in national
infrastructure, including:
– The national electricity grid
– Import channels for UK-based suppliers
– Fuel distribution networks
– NHS accessibility
– Telecommunications providers
These risks may arise from a range of causes, such as limited
infrastructure resilience, cyber-attacks, industrial action,
terrorism, geopolitical tensions or hostile actions by foreign
governments. While the introduction of patient support centres
(PSCs) enhances continuity at individual sites, it also introduces a
concentration risk should one or more PSCs become unavailable.
Risk impact
Our hospitals depend on electricity supplied by the national grid.
In the event of a major power outage, procedures involving
general anaesthesia must be cancelled immediately. Disruption
to logistics channels is addressed under our supply chain failure
risk.
In rare instances, patients may require transfer to NHS facilities
for further treatment. If local NHS trust hospitals are
experiencing high demand or industrial action, delays in patient
transfers may occur.
Core IT services increasingly rely on cloud-based infrastructure,
which is dependent on connectivity provided by UK-based
telecommunications providers.
Risk mitigation
All our hospitals are equipped with diesel-powered backup
generators that support major hospital circuits. To safeguard
patients, battery-powered uninterrupted power supplies are
installed in operating theatres to maintain safety in the event of
generator failure.
PSCs provide continuity in patient booking and help mitigate
business continuity risks at individual hospital sites.
Our national distribution fleet refuels daily at the end of each
shift to ensure consistent operational readiness.
NHS hospitals are obliged to provide emergency care to all
patients. However, pressures on ambulance services can
occasionally result in delays to emergency transfers. Mitigation
plans are in place and regularly rehearsed at hospital sites. The
COO chairs a regular multi-disciplinary winter planning meeting
to coordinate response strategies for infrastructure failures.
Core Spire IT services are hosted on the Microsoft Azure cloud
platform, distributed across multiple availability zones to
mitigate the risks associated with third-party risk. Primary
services are in UK South (London), with secondary services in UK
West (Wales). Our on-premises IT infrastructure is hosted at
Telehouse Docklands, supported by resilient power,
communications, monitoring and cooling systems.
Risk appetite
VL
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
63
Risk management and internal control
continued
Link to strategy
12. Expanding our proposition
Executive owner(s):
Chief commercial officer
Risk description
There is a risk that:
– We are unable to launch and scale new propositions or services
quickly enough to effectively diversify our portfolio and reduce
the threat of disintermediation
– Emerging digital healthcare services generate lower margins
and contribute less financially compared to our existing
offerings
– Our acquisitions do not deliver anticipated value, reducing our
return on capital employed and limiting the diversification of
our service portfolio
Risk impact
We fail to grow revenues, generate cash and generate return on
investment in line with our five-year strategic plan. We fail to
provide diverse healthcare services required and are not equipped
to support the future population.
Risk mitigation
We have established a robust framework to support innovation
and strategic growth, including:
– An innovation board comprising the CEO and executive
committee members from medical, clinical, commercial and
finance functions, focused on identifying healthcare trends and
opportunities for new service development
– A dedicated director of innovation and proposition
development responsible for sourcing strategic opportunities
aligned with group objectives, leading service development
initiatives with support from IT and project teams
– A dedicated director tasked with identifying and evaluating
potential acquisition targets, supported by specialist external
financial and tax advisers
– A property lead overseeing the assessment and acquisition of
new physical assets, working in collaboration with retained
property consultants
– Comprehensive acquisition due diligence processes leveraging
third-party expertise
The acquisition of Vita Health Group in 2024 opened new
commercial opportunities for us, but importantly also improved
our mitigation of this risk. We acquired Acorn Occupational
Health and Physiolistic Limited in 2025 and continue to assess
selected primary care acquisitions to meet healthcare demands.
Risk appetite
H
Risk movement:
2024
2025
Link to strategy
11. Clinical quality
Executive owner(s):
Group medical director, Chief operating officer, Group chief nursing officer
Risk description
We face a strategic risk in maintaining consistently high clinical
quality across our network, which is critical to sustaining patient
trust, consultant engagement and regulatory compliance. In the
current commercial environment, this risk is amplified by:
– Rising complexity in patient conditions and treatment
innovation
– Pressure to treat higher-acuity patients due to NHS backlog and
self-pay demand
– Operational strain from dispersed sites and workforce
transformation
– Regulatory shifts and heightened scrutiny
– Human factors in care delivery amid staffing changes and
digitalisation
Risk impact
Failure to sustain high standards of clinical care may result in
significant reputational damage and financial consequences,
including regulatory intervention, legal claims, reduced patient
throughput and erosion of brand trust — all of which could
adversely affect our revenue, margin performance and long-term
market competitiveness.
Risk mitigation
We maintain the following core processes to monitor clinical
quality:
– Quality and safety reporting with a standard set of KPIs
– A schedule of robust and regular internal hospital inspections,
including the patient safety and quality reviews, as well as a
rolling hospital internal audit programme, with action plans for
improvement that are centrally monitored
– A schedule of excellence in care meetings with the group
clinical director and directors of clinical services to drive
assurance and accountability for standards of care
– Consistent reporting of clinical outcome and effectiveness
measures within the hospital and central meeting governance
structures (including medical advisory committee meetings) to
ensure that insights and learning are actioned and shared
These processes are underpinned by:
– A reporting culture of openness and shared learning from
ward- to-board, with a FTSU guardian at each site
– Timely incident reporting via a database with central oversight
and development of actions to ensure learning. We use the
Patient Safety Incident Response Framework (PSIRF) introduced
in 2024, assured through the internal audit process in 2025
– Continuous monitoring of patient experience via regular
surveys with policies and procedures to ensure learning from
patient experience feedback (including detractors and
complaints)
– A robust hospital audit programme led by internal audit clinical
quality processes and controls is governed by the safety, quality
and risk committee and the clinical governance and safety
committee
Risk appetite
VL
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
64
Governance report
Overview
Strategic report
Financial statements
Other information
Risk management and internal control
continued
Link to strategy
14. Data protection
Executive owner(s):
Group general counsel
Risk description
As we continue to grow and acquire new businesses and services,
it is imperative we manage external and internal risks that could
compromise physical and digital data.
Personal data may not be managed in accordance with the
principles set out in the Data Protection Act 2018 and the UK
General Data Protection Regulations (UK GDPR) and the
expectations of data subjects because of:
– Human error
– Insider threats
– Supply chain involvement in the processing of personal data
Risk impact
A failure to manage data correctly would impact both data
subjects and the business could lead to identity fraud and
discrimination, as well as having an impact on care and
reputational damage, leading to enforcement action and financial
loss.
Risk mitigation
– The data strategy, governance and security committee is
chaired by the senior information risk owner, and it monitors
the risks and mitigations for data privacy and cyber security.
The committee reports into the executive committee with
reporting to the audit and risk committee
– The In-house data protection officer reports into the group
general counsel, providing expertise and independence as a
second line assurance mechanism
Other mitigations include:
– Dedicated governance platform for the management and
oversight of data subject’s rights requests
– Data Protection Impact Assessments (DPIA) to assess data
protection risks in the processing of data, and third-party
vendor
– Comprehensive data protection policies and procedures
– Mandatory staff training covering data protection and cyber
security
– Privacy leads in each hospital and clinic that provide the link
between local site and the central data protection team
– Internal incident reporting system for reporting and managing
data incidents used to identify trends and learnings
– Quarterly data privacy key performance indicator reporting into
the data strategy, governance and security working group
Risk appetite
L
Risk movement:
2024
2025
Link to strategy
13. Workforce
Executive owner(s):
Chief people officer, Chief operating officer, Group chief nursing officer
Risk description
The wider health economy continues to navigate a significant
shortage of both clinical and non-clinical healthcare
professionals. Historically, risks surrounding our workforce
focussed on attraction and retention. We have, however,
successfully embedded new staffing structures in 2025 which,
along with a continued focus on staff development and reward,
have contributed to this risk, refocusing on retention and morale.
2025 has been a year of change throughout the business with
revisions to our staffing structures, the introduction of patient
support centres and continued investment digitalisation and
automation. We run the risk of seeing change fatigue across our
business and must ensure colleagues remain engaged, focused
and supported through the ongoing transformation within our
organisation.
Risk impact
If change fatigue materialises across our business, this will result
in increased staff turnover and increased disengagement from
those who remain. This will impact patient care and increase staff
costs in terms of agency spend and increased recruitment costs.
Risk mitigation
In 2025, we strengthened our workforce model by rebalancing
establishment levels to ensure colleagues can thrive in roles that
are both enriching and rewarding. Our revised hospital staffing
models provide enhanced flexibility across roles and contract
types supporting operational efficiency while meeting the
evolving needs of our people.
We have embedded our reward framework for all permanent
hospital and National Distribution Centre colleagues and
continued to maintain best-in-class development programmes,
including our nurse training pathway and broader apprenticeship
schemes.
Our commitment to professional growth remains central,
reflected through ongoing investment in structured development
initiatives such as the excellence programme. In parallel, we
continue to invest in our equipment, facilities and services to
attract and retain clinicians and colleagues across the
organisation.
To actively manage the risks associated with change fatigue
highlighted through our 2025 colleague survey, we have
maintained clear, consistent and executive led communication,
ensuring all colleagues understand our strategic direction and
their role within it.
We continue to host regular staff forums across all hospital sites,
capturing qualitative and quantitative feedback to drive tangible
improvements. Completion of the annual colleague survey
further enables colleagues to identify areas for enhancement,
and we are committed to communicating the resulting actions
and our progress in addressing key themes.
Risk appetite
L
Risk movement:
2024
2025
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
65
Risk management and internal control
continued
Link to strategy
15. Anti-microbial resistance (AMR)
Executive owner(s):
Group medical director
Risk description
There is a growing global and national risk that antimicrobial
resistance will compromise the effectiveness of current
treatments, directly impacting patient outcomes and clinical
safety. WHO surveillance data from 141 countries shows rising
resistance rates in key pathogens, including E.coli and MRSA.
The lack of innovation in antimicrobial development, combined
with high usage of broad-spectrum antibiotics, increases the
likelihood of treatment failure, longer hospital stays and higher
costs.
This presents a material risk to our clinical quality, infection
control and operational resilience, particularly in surgical and
oncology settings where effective antimicrobials are critical.
3
Risk impact
If AMR becomes prevalent in the UK, the ability for consultants to
carry out routine elective surgery could become too dangerous.
This would mean our business model will become unviable.
New antibiotic costs may increase substantially.
Risk mitigation
Our mitigations are:
– Executive level awareness of the government’s five-year AMR
strategy
– Participation in, and collaboration with, government’s
monitoring of AMR outbreaks
– Requirement on clinicians to follow guidance in line with
government guidelines on the prescribing of antibiotics
– Access to up-to-date antimicrobial prescribing via online
systems and access to microbiologists at all sites
– Appropriate investigations of post-surgery infections including
review of antibiotics
Risk appetite
L
Risk movement:
2024
2025
3.
Global antibiotic resistance surveillance report 2025, WHO, www.who.int/publications/i/item/9789240116337.
Strategy key
Driving hospital
performance
Building on
quality
Investing in our
workforce
Championing
sustainability
Expand our
proposition
Spire Healthcare Group plc
Annual Report and Accounts 2025
66
Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report
This section of the Annual Report presents the group’s statement of compliance with the Task Force on
Climate-related Financial Disclosures (TCFD) as required by UK Listing Rules (UKLR 6.6.6R(8)). This section also
details the group’s climate-related financial disclosures, in compliance with the Companies (Strategic Report)
(Climate-related Financial Disclosures) Regulations 2022, therefore, aligning the two.
Based on a quantitative assessment of climate-related risks and scenario analysis conducted in 2023, the group
has determined that, over the short term (five-year business planning horizon), the financial impact of climate
change on the business is low for both physical and transitional risks. This conclusion extends to the medium
term: while we will continue to invest to reduce our impact and meet regulatory requirements, we do not
anticipate a material effect on revenue or profitability. This determination reflects our scenario analysis
outcomes and proactive mitigation measures, including our net zero strategy, associated targets and
operational practices to minimise the effects of extreme weather events.
Although climate change does not currently pose a significant risk to our financial position, achieving long-term
decarbonisation will require investment. We will continue to review this position in line with evolving climate
science and our net zero ambitions, which are critical to stakeholders and to reducing our operational impact
on climate change and dependencies on natural resources. We will continue to monitor climate-related risks
and focus on this important issue.
We have disclosed our climate-related risks in accordance with the 11 TCFD recommendations, as well as eight
requirements of the Climate-related Financial Disclosure (CFD) regulations. All recommendations and
requirements have been fulfilled as detailed below. Our reporting structure follows the TCFD-recommended
disclosure and, where required, we have provided additional detail to meet climate related financial disclosure
(CFD) regulations. We deem that the reporting in this section is fully compliant.
Governance
Strategy
Risk management
Metrics and targets
Disclose the organisation’s governance around climate-related
risks and opportunities.
Disclose the actual and potential impacts of climate-related risks
and opportunities on the organisation’s businesses, strategy and
financial planning where such information is material.
Disclose how the organisation identifies, assesses and manages
climate-related risks.
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information is material.
Recommended disclosures
Status
Recommended disclosures
Status
Recommended disclosures
Status
Recommended disclosures
Status
a) Describe the board’s oversight of
climate-related risks and opportunities.
– see page 68
a) Describe the climate-related risks and
opportunities the organisation has
identified over the short, medium, and
long term.
– see page 68
a) Describe the organisation’s processes
for identifying and assessing climate-
related risks.
– see page 71
a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
– see page 72
b) Describe management’s role in
assessing and managing climate-related
risks and opportunities.
– see page 68
b) Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy and
financial planning.
– see pages 69-70
b) Describe the organisation’s processes
for managing climate-related risks.
–see pages 71-72
b) Disclose scope 1, scope 2, and, if
appropriate, scope 3 greenhouse gas
(GHG) emissions, and the related risks.
– see page72
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
– see page 71
c) Describe how processes for identifying,
assessing and managing climate-related
risks are integrated into the
organisation’s overall risk management.
– see page 72
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
– see page 72
Compliant
Partial compliance
Non-compliant
Spire Healthcare Group plc
Annual Report and Accounts 2025
67
Task force on climate-related financial disclosures (TCFD) report
continued
The executive committee communicates with the board through two reports from the chief executive officer
and chief financial officer, and additional reports from the chief operating officer. The executive committee
also presents reports to the board through specific agenda topics.
In 2023, we established a sustainability committee to oversee, review and recommend changes to Spire
Healthcare’s sustainability-related goals, objectives, commitments and key performance indicators, including
climate risks and opportunities. It is chaired by the Group Corporate Affairs Director, composed of members of
the executive committee and senior management, and met four times in 2025. See governance structure on
page 85.
Strategy
Climate-related risks and opportunities over the short, medium and long term
Timeframes
The board recognises that climate-related risks and opportunities typically emerge and evolve over longer
timeframes than our standard five-year strategic planning horizon. Our reviews of going concern and viability
are conducted over 12 months and three years respectively from the balance sheet date, and before we publish
interim and annual financial statements. While these model the impact of near-term climate risks and
opportunities, they do not capture longer-term climate change impacts.
Our external quantitative scenario analysis in 2023 assessed how climate change, both physical risks (such as
extreme weather) and transition risks (such as policy changes), could affect Spire’s financial position under
different hypothetical future pathways.
This analysis deepened our understanding of climate-related risks and their impacts on our business over the
short, medium and long term. It used the following time horizons:
–
Short term – to 2030
–
Medium term 2030-2050
–
Long term 2050-2100
a) For transition risks, the modelling horizon was 2050, a critical benchmark for assessing long-term strategic
resilience. This date aligns with the UK Government’s legally binding commitment to achieve net zero. By this
date, the UK economy is expected to have fully transitioned to a low-carbon model, meaning most material
transition risks such as policy changes, carbon pricing and shifts in market dynamics will have largely played
out. This model assumes that global average temperatures are restricted to 1.5˚C above pre-industrial times.
b) For physical risks, the potential financial impacts from acute events (such as storms) and chronic shifts (such
as rising sea levels) were modelled up to 2100, as the effects of climate change are expected to become
more material over longer timeframes. This extended horizon reflects scientific consensus that physical
climate risks such as global sea level rise and temperature extremes might intensify beyond mid-century,
making longer-term modelling important for resilience planning.
Quantitative scenario analysis – climate risk scenario modelling
Scenario analysis identified and quantified the impacts of physical and transition risks. It applied the same risk
assessment criteria outlined in our Enterprise Risk Management Policy, ensuring consistency with other risk
categories in principal risks (page 56).
Governance
The board’s oversight of climate-related risks and opportunities
Our board oversees climate-related risks and opportunities and governs the group’s approach to mitigating
risks that could affect our business. The board exercises this oversight through:
–
Climate-related agenda items and a formal review of climate-related issues at least annually
–
Annual review of our corporate strategy, which includes championing sustainability as one of our five
strategic pillars (see pages 32 to 44)
–
Evaluating major strategic climate and environmental initiatives, presented by the executive committee in
line with corporate strategy; for example, the sustainability strategy (pages 32 to 44) and net zero approach
(pages 34 to 36)
–
Receiving reports from board sub-committees; for example, the audit and risk committee (ARC) reviews
principal risks on behalf of the board and oversees our risk management processes, which includes climate-
related risks (see page 60)
–
Annual review of emerging risks, conducted with the executive management team, through the ARC
–
Integrating climate considerations into Spire’s performance objectives and monitoring their implementation
on an ongoing basis
The board has authority to approve all capital projects exceeding £10 million; including all major capital
expenditure projects that affect both climate-related risks and opportunities. In addition, the board monitors
the setting of all corporate targets; for example, seeking validation for our net zero targets by the Science-
Based Targets Initiative. It also oversees the delivery of our net zero strategy and associated targets. It oversaw
the climate-risk scenario analysis in 2023, approves corporate policies relating to climate change, and reviews
climate-related implications of acquisitions, mergers and divestitures.
Management’s role in identifying, assessing and managing climate-related risks and opportunities
The executive committee is responsible for assessing climate-related risks and opportunities, supported by
wider governance arrangements.
Climate-related risk is managed in accordance with our risk management framework (see page 58). The
executive committee has appointed senior leadership and wider senior leaders to implement systems and
procedures to identify, assess and manage climate-related risks and opportunities. These risks are documented
and reported into the ARC.
The executive committee receives a quarterly report on our principal risks for review, assessment and
agreement from the director of audit, risk and compliance, which is then presented to the ARC, which includes
the group’s overall risk profile. Through that assessment, in conjunction with other management information,
the executive committee understands and acts on its assessment of climate-related risks. The executive
committee also reviews global trends for emerging risks on an annual basis, and submits a report to the ARC.
In 2023, we undertook a detailed scenario analysis on risks to our estate and hospitals, based on predicted
global warming scenarios. The analysis provided a detailed view of potential physical and transitional risks
from climate change, described on pages 68 to 70. These insights have shaped our climate-related risks
response, including the continuous development of our approach to decarbonisation. We plan to repeat the
scenario analysis in 2026, which the ARC and executive committee will then use to inform any changes to our
risk management approach.
Spire Healthcare Group plc
Annual Report and Accounts 2025
68
Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report
continued
The risks modelled will have an increasing impact over the long term (2050-2100) in the high emissions
scenario (RCP8.5) but we have not reported them here given the increased uncertainty and lack of
quantifiability as to the most likely scenario and risk impacts for these long-term time frames.
The scenario identified the following relevant risks, based on impact and likelihood:
Identified risks based on low emissions scenario RCP2.6 (1.5˚C) by 2030
The analysis identified a number of immaterial risks. The following four risks were identified as a quantifiable
risk and deemed to have a negligible (value at risk up to £5m) impact, in accordance with the low emissions
(RCP2.6 + 1.5°C) scenario.
Risk title
Potential impact(s)
Heat stress
Impact: negligible
All our facilities are exposed to very low heat stress risk, with less than five heatwave days each year of
more than 30°C.
Some of our hospitals are vulnerable to overheating and air conditioning (AC) failure, especially in the south.
Drought
Impact: negligible
Our facilities depend on a stable supply of water from the mains water network to maintain safe patient
care.
Overall, there is very low or low exposure to drought across our facilities, with less than three months of
drought duration a year.
Flooding
(all types)
Impact: negligible
Flooding at our facilities would necessitate partial or complete closure of the site until clean up and repairs
are completed to enable safe patient care to resume.
Most of our assets (96%) are at very low risk for river flooding between 2023 and 2030.
Our property portfolio has low exposure to heavy rainfall and potential flash floods between 2023 and
2030.
Average annual modelled losses from river floods are negligible. In severe years, losses could be more
significant but still rated negligible.
Windstorm
Impact: negligible
All our facilities in the UK are in stormy regions, with 1% annual chance of having severe wind gusts of over
121km/h between 2023 and 2030, with seven locations at risk of higher winds of 161-200km/h due to
extratropical cyclones.
Property damage from windstorms could result in partial or full closure of a site until repairs are completed
to allow for safe operation of the site.
Physical risks
The potential financial impacts of both chronic and acute physical risks were considered in the analysis.
Chronic climate risks assessed
Acute climate risks assessed
Heat stress, chronic drought stress, sea level rise, chronic
precipitation stress, fire weather
Windstorm, tornado, river flood, flash flood, coastal flood,
hailstorm, lightning, wildfire
The climate-related scenario analysis covered all physical assets owned as of January 2023 and we plan to rerun
the scenario analysis in 2026 to incorporate recent acquisitions. We consider all our operations as a single
business unit because all activities are based in the UK and are similar in nature.
We used the following business data and metrics:
–
Specific geographical locations of all our sites
–
Building data (eg, number of storeys, construction materials)
–
Building insurance valuations
–
Revenue derived from each physical location, where available
–
Data from historical business interruptions
Using these inputs provided a quantitative approach to climate risk assessment. By leveraging precise,
measurable data such as asset values, revenue exposure and historical loss patterns the analysis translated
climate hazards into financial terms. This enabled consistent comparison across scenarios, supported
prioritisation of risk mitigation actions, and ensured alignment with our Enterprise Risk Management
framework.
The physical risk assessment relied on a third-party’s climate diagnostic model, which uses underlying climate
data provided by Munich RE’s climate change hazard layers. The layers use data from the European Centre for
Medium-Range Weather Forecasts (ECMWF), UKCP18, JBA Global Flood Model and the Met Office in the UK.
The flood model provides a view of the risk based on an underlying digital terrain model, with a robust view of
exposed buildings and physical assets .
We modelled climate scenarios and corresponding average global warming based on the Inter-Governmental
Panel for Climate Change’s Representative Concentration Pathways (RCP) scenarios:
–
RCP2.6 (1.5°C)
–
RCP4.5 (2-3°C)
–
RCP8.5 (4°C+)
We report the outcomes of the scenario analysis by using the forecast impact for:
–
Low emissions (RCP2.6 + 1.5°C) over the short term (to 2030) because there are no material differences in the
time frame between the scenarios
–
High emissions (RCP8.5 +4°C) over the medium term (to 2050) to illustrate the worst-case outcomes
Spire Healthcare Group plc
Annual Report and Accounts 2025
69
Task force on climate-related financial disclosures (TCFD) report
continued
Impact of climate-related risk and opportunities on the financial statements
Our scenario analysis and risk assessment have not identified any climate-related risks or opportunities with a
material impact on the carrying values of the assets or liabilities of the group, and therefore we have not adjusted
financial balances for climate-related risks or opportunities in our balance sheet as of 31 December 2025.
Opportunities
While climate change is anticipated to have negative societal impacts, our sustainability strategy creates
opportunities to mitigate risks and benefit the business. For example, we have increased self-generated
electricity from renewable sources (solar PV), which has reduced our operating costs, improved security of
supply and lowered emissions. Additionally, by improving resource efficiency such as increasing recycling,
creating more energy-efficient buildings we have reduced operating costs and enhanced the value of our fixed
assets (see below for more detail).
There are predictions that climate change disruptions will result in increased respiratory and cardiovascular
disease, injuries and illness related to extreme weather events, changes in the prevalence and geographical
distribution of food and water-borne illnesses and other infectious diseases, and threats to mental health. To
support the UK to prepare for the health impacts of climate change, we continue to adapt and deliver quality
healthcare services that meet changing needs in the market.
By continuing to communicate our environmental credentials, including our carbon reduction strategy, our
participation in the independent CDP environmental disclosure system and commitment to science-based
targets, we strengthen our position in the independent healthcare sector.
Impact of climate-related risks and opportunities on our business, strategy and financial planning
Financial impact of climate change risks and opportunities
Insights from our scenario analysis inform our consideration of short-, medium-, and long-term impacts on our
business. The modelling indicates low risk under all scenarios in the short- to long-term, except for the
high-temperature scenarios, where risk increases but remains materially moderate.
We aim to continue mitigating risk and evolving our approach so we can continue to deliver our purpose of
making a positive difference to people’s lives through outstanding personalised care. Our primary focus is on
near-term financial impacts of this transition, to support going concern and viability modelling (see the viability
statement on page 73).
In 2024, we initiated projects to install PV solar panels (with an expected annual generation of 4.8 GWh/year)
and building management systems across our estate. These projects were completed in 2025. We are
considering additional capital spend for further solar projects following the success of the initial rollout.
Following our recent adoption of Science Based Targets initiative (SBTi) goals, we are reviewing our capital
requirements to ensure we can meet our near- and long-term net zero targets. Our largest financial impact and
capital costs will be on decarbonising heating and hot water systems across our hospital estate. While this is a
potentially significant capital cost, we intend to spread it over several years to reduce the financial impact on
the business. In addition to capital expenditure, operational spending will be required to support emissions
reductions across our value chain, particularly through developing policies and processes that will enable
targeted action to reduce these emissions.
Identified risks high emissions scenario RCP8.5 (+4˚C) by 2050
As with the low emissions scenario, only four risks were identified as a quantifiable risk, of which two were
negligible (value at risk up to £5m) to minor (value at risk £5m-£10m), and minor to moderate (value at risk
£10m-£30m), in accordance with the high emissions (RCP2.6 + 1.5°C) scenario.
Risk title
Potential impact(s)
Heat stress
Impact: negligible
to minor
By 2050, heat stress develops to low risk for 55 facilities, with 5 to 20 heatwave days in a year, and 39 assets
are likely to have a very low risk exposure.
This trend could mean an increase in the cost of cooling of hospitals and clinics, and more disruptions to
operations.
The number of material incidents could increase up to five times compared with the 2022 heatwave,
including: AC failure; overheating including operating theatres; drug storage issues; patient and colleague
illness; and potential closures.
This could impact our long-term business model (beyond 2030) with a need to invest in additional methods
for cooling patient and colleague areas within our facilities, especially in the south, not currently covered by
existing AC systems.
Drought
Impact: minor to
moderate
There will likely be an increase in our exposure under this scenario by 2050.
46 facilities could become exposed to moderate stress (three to four months of drought per year), while 34
facilities could be exposed to low risk and 14 facilities exposed to very low risk of drought stress. The
potential adverse consequences to our business include reduced water availability and other utilities and
operations relying on water.
This may require additional investment between 2030-2050 in back-up water supplies for some specific
sites in the south if the national water network does not become more resilient to drought.
Flooding
(all types)
Impact: negligible
The number of exposed locations will not change substantially by 2050 but changes in the frequency of
flood events is likely. Three facilities could be very highly exposed and one facility moderately exposed.
By 2050, a ‘severe 200-year event’ could happen more frequently (100 years). In a severe one in 100 future
event, losses could be five times that of our current risk, but the risk remains within the negligible impact
range.
To maintain current operations, additional flood protections may be required for those specific locations
most at risk between 2030-2050 under this emissions scenario.
Windstorm
Impact: negligible
The frequency and/or severity of windstorms (extratropical cyclones) are likely to be similar to current
climate conditions for our assets under this scenario and time frame.
Therefore, the average annual modelled damages for both property damage and business interruption stay
in the same impact range. The modelled outcome from windstorms suggests there is no impact on our
current business model.
Transitional risks
In the RCP2.6 (1.5°C) or low-emissions scenario, it is predicted that the UK will transition to a low-carbon
economy by 2050. The assessment of transition risks assumes nation states adopt highly ambitious goals to
dramatically reduce the impact of climate change, with the UK adopting a net zero target of 2050.
In line with our enterprise risk management methodology, we identified and quantified 12 transition risks in
TCFD categories (policies and legal risks, technology risks, market risks and opportunities, and reputational risks
and opportunities). One risk concerning price fluctuations was identified as moderate risk in the short-medium
term, relating to the purchase of green energy. We are purchasing non-designated renewable energy (‘brown’
energy) and delaying the reduction in our carbon emissions until the ‘green’ energy market stabilises.
We believe the other transitional risks and opportunities are currently immaterial on business finances but will
continue to monitor them and invest in strategies to mitigate.
Spire Healthcare Group plc
Annual Report and Accounts 2025
70
Governance report
Overview
Strategic report
Financial statements
Other information
Task force on climate-related financial disclosures (TCFD) report
continued
With regards to adverse climate scenarios +4OC (RCP8.5), the impact is negligible to moderate.
With moderate increases in risk, our climate strategy can adapt to increase our climate resilience. For example,
by transitioning away from natural gas to the phased installation of low-carbon technologies, such as air
source heat pumps, we are both supporting our decarbonisation goals and enhancing our resilience to both
physical (eg heat stress) and transitional climate risks. These technologies are well-suited to a low-carbon
future and align with our net zero strategy.
We assessed our exposure to transitional risks which, except for energy prices, are negligible at present.
However, we recognise changes in the regulatory or legal environment may materially alter that assessment at
short notice. Our planned approach to mitigate energy price volatility, includes: continued investment in
energy reduction measures, and forward purchasing and price fixing for at least the next financial year.
We will continue to monitor climate-related developments and update our strategy accordingly to ensure
long-term resilience and will rerun the scenario analysis in 2026.
Risk management
Our processes for identifying and assessing climate-related risks
On page 55 we describe our risk management process and its governance. We use the same process to identify
and assess climate-related risks, augmented by deep dive risk assessments, where appropriate. The relative
importance of climate-related risks is established through estimating the range of potential impacts and the
likelihood.
As risk management is looking to the future, there is always a degree of uncertainty over probability and
impact measures, especially with climate change, given the climate is dynamic and the changes are complex to
model. Page 56 shows the relative importance we judge climate change risk to have compared to other
principal risks. We have set out on pages 69-70 specific climate-related risks.
Our processes for managing climate-related risks
On pages 71-72, we describe how we govern climate-related risks and opportunities, including the role of the
sustainability committee.
Our governance structure has four management levels for climate-related risks and opportunities, depending
on their materiality.
Board
Strategic direction, including approval of large-scale investment programmes
Executive committee (with specific delegated responsibilities to the sustainability committee)
Determination of strategic direction and large-scale investment, approval of tactical investments
Functional leadership
Group-wide tactical management
Site level leadership
Local strategies and tactical implementation
To manage energy cost volatility, which we have identified as a moderate risk, we have hedging arrangements
through December 2025 and partially into 2026. Beyond this period, we are exposed to market fluctuations.
We continue to monitor the cost of electricity ‘backed’ by renewable energy attributes. We will consider this
option as part of our strategy to meet SBTi targets, and if these costs reduce, will take a pragmatic approach to
decision-making and associated investments.
Based on our scenario analysis, our five-year strategic plan anticipates no material financial impact from
climate-related risks or opportunities that would affect the viability of the business. While there is some
potential for losses from major weather-related disruptions, historical data suggests these have had minimal
impact on financial planning. We do not expect significant climate-related impacts on our revenues, operating
costs, acquisitions, divestments or access to capital over this time horizon.
As highlighted in our risk analysis, over the medium term (2030-2050) and under high emissions scenarios, our
business model may need to adapt to changing climatic conditions. The insights gained will continue to inform
strategic planning, risk management processes, and capital allocation decisions, helping businesses prepare for
the potential realisation of the different scenarios.
Other impacts on our business, strategy and financial planning
Our approach to climate risk continues to shape broader aspects of our business and strategic planning. The
carbon reduction approach is technology-agnostic; for example, as we consider how to remove natural gas
from our estate, we are evaluating technologies such as air source heat pumps and electric boilers. We are
open to adopting other innovative solutions as they emerge, but recognise the role heat pumps can have on
patient comfort due to their cooling capabilities if heat stress risk increases.
As part of our commitment to science-based targets, which include our scope 3 emissions, we are evolving our
approach to procurement and supply chain engagement. We are targeting emissions reductions in specific
scope 3 categories, which in turn influences supplier relationships, contract structures and operational
planning. Further details of our net zero strategy are on pages 34-36.
There have been no significant changes in 2025 to our approach for identifying climate-related risks and
opportunities, nor to our mitigation strategies. Our risk management framework is on page 58. We will
continue to refine our mitigations through:
–
Our established risk management processes
–
Proactive identification and pursuit of opportunities as they arise
Resilience of our business strategy, including a 2°C or lower scenario
By exploring a range of plausible future scenarios, we have evaluated how robust our current business
strategies and models are under various future climate conditions.
We believe our business model, which delivers high-quality healthcare services through a modern, energy-
efficient estate, and provides high-quality physical assets for third-party consultants to treat patients in the
UK, remains robust under a 2°C or lower scenario.
Our physical asset base comprises predominantly low-rise buildings located away from flood plains across
England, Scotland and Wales, and is relatively resilient to a 2°C or lower warming scenario; while physical
climate risks such as heat stress, drought and high wind events would have negligible-to-minor impacts on our
operations over the short to medium term.
Given the limited impact of transitional risks, and our proactive measures to manage energy-related exposures,
we believe our overall business strategy remains resilient under a 2°C or lower scenario.
Spire Healthcare Group plc
Annual Report and Accounts 2025
71
Task force on climate-related financial disclosures (TCFD) report
continued
Our scope 1, scope 2 and scope 3 greenhouse gas (GHG) emissions, and their related risks
We disclose our GHG emissions, methodology and footprint boundary on page 35 in accordance with the
methodology set out in Greenhouse Gas Protocol Corporate Standard. For 2025, we set out our full GHG
emissions data with 2024 comparisons.
While seeking validation of our science-based targets, we discovered some minor adjustments required to
2024 emissions reported previously and have added reporting against additional categories (specifically scope
3 Category 12 and scope 3 Category 13.) As we use an independent third party to calculate our emissions, and
little emissions data is based on estimated activity data, we believe the risk of material error in our data is low.
We assess scope 3 emissions to be material to our operations. On page 35, we set out our estimated scope 3
emissions for 2024 and 2025, and describe the methodology for calculating each category on page 35.
We express our energy intensity ratio as a tCO
2
e per £m revenue. This ratio provides a consistent year-on-year
basis to measure energy required to deliver our operational activities. We will track our change in intensity ratio
against our full GHG footprint as disclosed on page 35 for 2024 and 2025.
Our targets to manage climate-related risks and opportunities and performance against targets
Our performance against our emissions reduction targets for 2025 is set out on page 34. In 2025, we set a new
interim target so we could review our long-term emissions target strategy, in light of changes to the reporting
landscape and wider sectoral decarbonisation developments.
We determined the best course of action was to adopt targets validated by the Science Based Targets Initiative
(SBTi), which are based on an internationally recognised framework.
Our new near and long-term emissions reduction targets include our full GHG inventory (our full scope 3
emissions). We aim to reduce scope 1 and 2 emissions by 63% by 2035 using a 2024 base year. For the same
period, we aim to reduce our scope 3 emissions by 37.5%. Our long-term net zero target is to reduce all
emissions by 90% by 2045. Further details are on page 34.From 2026, we will report performance against our
SBTi-related targets.
We have also updated our base year to 2024, as our full GHG emissions inventory now includes all scopes, and
we have extended our target reporting boundary to include our subsidiaries, Vita Health Group and The
Doctors Clinic Group.
The remuneration committee debated the inclusion of ‘environmental-related’ metrics in incentive plans;
while they are not included explicitly, these are inherent in our strategy and drive the performance metrics that
are part of incentive plans.
The structure reflects how we manage our climate-related risks, for example:
–
Major strategic initiatives sponsored by the board, such as our net zero strategy
–
Risk-assessed and prioritised activities, such as; replacing ageing heating, ventilation, air conditioning (HVAC)
systems; installing energy-saving technologies from new building management software solar panels and
energy-efficient lighting (led by functional leadership reporting into the executive committee)
–
Local carbon champions, working with local leadership teams, have developed site-specific action plans,
helping sites to save energy, reduce CO
2
emissions and improve daily waste disposal
How we integrate processes for identifying, assessing, and managing climate-related risks into overall risk
management
The board, the executive committee (via the sustainability committee) and functional and local leadership are
responsible for identifying and managing risks, including climate-related risks (on pages 71-72). How we
identify, manage and assess climate-related risks is integrated into our management processes; from recording
specific risk assessments in our risk management system, to their review and decision-making by established
committees and local management teams.
While various committees look at specific aspects of our climate-related risks (see page 71), reporting on the
sustainability pillar of our corporate strategy is embedded in our KPI reporting.
Metrics and targets
Our metrics used to assess climate-related risks and opportunities
We assess risks against a range of impacts including patient safety, financial and reputational.
In relation to climate change, the main strategic risk and opportunity is decarbonising our operations in line
with our net zero strategy. We use the following metrics to track progress towards achieving our net zero
targets and monitoring risks:
–
Gas and electricity consumption (see page 36)
–
Scope 1, 2 and 3 carbon emissions (see page 35)
–
Carbon intensity against revenue annually (see page 35)
–
Electricity generated by solar PV annually (see page 34)
–
Waste to landfill/energy-from-waste/recycling (see page 32)
–
Water consumption (see page 38)
–
Financial losses due to climate-related incidents (n/a)
We do not anticipate carbon credit pricing will impact our net zero strategy until 2045, when we plan to offset
the residual unmitigated emissions.
Separate metrics measure our waste management performance (see page 37-38).
We have developed metrics to monitor the likelihood and impact of the most material emerging risks
identified through physical and transitional scenario analysis, such as heat stress, drought, flooding and
windstorm damage, and energy pricing.
We do not consider internal carbon pricing, but will keep this under review as there may be benefits; such as
supporting decarbonisation by embedding the cost of carbon into our decision-making processes.
Spire Healthcare Group plc
Annual Report and Accounts 2025
72
Governance report
Overview
Strategic report
Financial statements
Other information
Compliance statements
Viability
Assessment of prospects
In accordance with the 2024 UK Corporate Governance Code, the directors assessed the viability of the group
and have maintained a period of three years for their assessment. Although longer periods are used when
making significant strategic decisions, three years has been used as it is considered the longest period of time
over which suitable certainty for key assumptions in the current climate can be made. The assessment
conducted considered the group’s current financial position and forecasted revenue, EBITDA, cash flows, risk
management controls and loan covenants over the three-year period (which is consistent with the approach
for prior years).
Assessment of viability
Further detail on both macroeconomic-related risk is provided in the risk management and internal control
section on pages
[xx]
to
[xx]
.
Other specific scenarios covered by our testing were as follows:
–
The group is subject to temporary suspension of trade, with a temporary adverse impact on revenue, for
example, as a result of a successful cyber-attack on key business systems
–
The downside modelling of a number of risks which result in a decline in earnings, including the loss of a
contractual relationship with a key insurer
–
Significant change in government policy resulting in consultants going on payroll
–
Short-term disruption to trade at a sub-set of hospitals owing to an extreme weather event
Management’s approach also included testing for a specific combination of these risks. This testing entailed
modelling for the potential impact if, although considered highly remote, the three risks which individually give
rise to the largest adverse financial impact were to take place in combination.
This review included the following key assumptions:
–
No change in capital structure given the group extended its existing senior finance facility and revolving
credit facility by 18 months, maturing in August 2028
–
The government will not make significant changes to its existing policy towards utilising private provision of
healthcare services to supplement the NHS
On 19 September 2025, the board commenced a formal strategic review to maximise shareholder value, which
may result in a number of potential outcomes (the strategic review). On 24 January 2026, the company
announced that it was in discussion with parties in the context of the strategic review (the discussions). The
announcement was issued pursuant to Rule 2.4 of the UK Takeover Code and as such there can be no certainty
that a firm intention to make an offer pursuant to Rule 2.7 of the UK Takeover Code will be made, nor as to the
terms on which any offer might be made. There can be no certainty as to the outcome or the timing of the
strategic review and given the preliminary nature of the discussions, the directors have undertaken appropriate
analysis commensurate with the early stages and uncertainty of the strategic review. As such, the viability
assessment does not assume the successful completion of any outcome arising from the strategic review.
Based on the results of this analysis, the directors confirm that they have a reasonable expectation that the
group will be able to continue in operation and meet its liabilities as they fall due over the next three years.
Going concern
The group has undertaken extensive activity to identify plausible risks which may arise and mitigating actions.
Further information on these is provided in the section on viability above. Based on the current assessment of
the likelihood of these risks arising by 30 June 2027, together with their assessment of the planned mitigating
actions being successful, the directors have concluded that it is appropriate to prepare the accounts on a going
concern basis. See Note 2 – Basis of Preparation in the Financial Statements for more detail.
Non-financial and sustainability information statement
The Companies Act 2006 requires the company to disclose certain non-financial and sustainability reporting
information within the annual report and accounts. Accordingly, the disclosures required in the company’s
non-financial information and sustainability statement can be found on the following pages in the strategic
report (or are incorporated into the strategic report by reference for these purposes from the pages noted):
–
Information on our employees (pages
[xx]
to
[xx]
)
–
Information on diversity (pages
[xx]
and
[xx]
to
[xx]
)
–
Information on our anti-bribery and corruption policy (page 44)
–
Information on our approach to raising concerns (whistleblowing) and Freedom to Speak Up
(pages
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
,
[xx]
)
–
Information on our approach to human rights (page
[xx]
)
–
Information on social matters (pages
[xx]
to
[xx]
)
–
Information on our environment policy (pages
[xx]
to
[xx]
)
–
Information on our climate-related financial disclosures in line with The Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations 2022 (pages 67 to 72)
Section 172 (1) statement
The directors are required to act in a way they consider, in good faith, would most likely promote the success of
the company for the benefit of its members as a whole, taking into account the factors as listed in section 172
of the Companies Act 2006.
Details of how the directors have had regard to their section 172 duty can be found throughout the strategic
and governance reports. We set out on pages
[xx]
to
[xx]
, details of who we consider to be our main
stakeholders, how we have engaged with them during the year and the outcomes of the process. Further
details on how the directors’ duties are discharged are included in the governance report on pages
[xx]
to
[xx]
.
The key decisions of the board during the year are shown on page
[xx]
.
Human rights and modern slavery
We believe everyone has a right to safe and fair working conditions, and to be treated fairly and with respect.
We recognise our responsibility to respect human rights, which is embedded within our policies and practices.
We are committed to the prevention of abuse, and work proactively to prevent instances of forced labour,
human trafficking and child labour within our business and our supply chain.
More information summarising the risks associated with our business and supply chain as well as the activities
we have undertaken to address potential impacts is on page 44 of our sustainability report and in our Modern
Slavery Statements.
Spire Healthcare’s latest Modern Slavery Statement
investors.spirehealthcare.com/investors/modern-slavery-act-statement
Vita Health Group’s latest Modern Slavery Statement
https://vitahealthgroup.co.uk/about-us/policies/slavery-and-human-trafficking-statement
Spire Healthcare Group plc
Annual Report and Accounts 2025
73
Chief financial officer’s review
Our transformation and
capital discipline are
accelerating private revenue
performance and cash
generation, underpinning
long‑term value creation.”
Harbant Samra
Chief Financial Officer
Successful transformation,
improving private patient trends
and strong efficiencies
Group adjusted EBIT was £150.5 million (2024: £149.4
million), and adjusted profit before tax was £46.5
million (2024: £50.2 million), reflecting depreciation
and finance charges, both in line with guidance.
Group EBIT was £122.6 million (2024: £137.5 million)
and statutory profit before tax was £18.6 million
(2024: £38.3 million), reflecting £27.9 million (2024:
£11.9 million) of adjusting items related primarily to
one‑off restructuring costs as part of our
transformation and professional fees associated with
the ongoing strategic review.
Adjusted free cash flow increased 64.8% to £64.3
million, supported by a consistent cash conversion
rate of 95.9% as well as our capital discipline and
effective working capital management. Total capital
expenditure reduced by c.30% to £78.5 million, and
we are prioritising our transformation programme
and growth investments in our private patient
business. Bringing this together, ROCE reached 8.0%
(2024: 8.2%). Excluding the impact of National
Insurance and National Minimum Wage uplifts, ROCE
would have been 8.5%.
We ended the year with net bank debt of £332.4
million (2024: £325.9 million) and a stable leverage
ratio of 2.0 times EBITDA, maintaining our balance
sheet resilience.
Looking ahead to 2026, private patient momentum
has continued into the new year, and primary care is
positioned for another year of strong growth. NHS
commissioning remains uncertain in the near term.
To navigate this uncertainty, we have increased our
transformation target to more than £30 million
ensuring we become even more agile and
competitive in capturing the private market
opportunities while protecting earnings. With a
strengthened operating model, focused investment
strategy, and continued progress in building an
integrated healthcare platform, we remain confident
in delivering long‑term, sustainable value for
stakeholders.
Harbant Samra
Chief Financial Officer
Dear shareholder,
I am pleased to report that the group delivered a
resilient financial performance while continuing to
execute our multi‑year transformation programme.
Revenue grew 4.5% to £1,579.8 million, supported by
improving private patient trends and continued
progress across primary care, set against unprecedented
reductions in NHS commissioning towards the end of
the year. Group adjusted EBITDA increased 3.3% to
£268.6 million, 3.2% on a comparable basis.
Hospitals revenue increased 4.0% to £1,446.1 million,
4.3% on a comparable basis. Total admissions and
outpatient procedures grew 1.4%, while average
revenue per case rose 3.9%, demonstrating our focus
on higher acuity procedures across all payors and our
ability to deploy targeted pricing actions. Private
patient revenue grew 1.7%, with improving self‑pay
trends in the second half, which we believe are driven
by our focused marketing campaigns; and broadly
stable PMI environment despite continued insurer
proactive tendering and claims management, as we
continued to deepen our relationships with our
insurer partners. NHS revenue increased 11.4%, with
strong activity in the first half before NHS budgetary
pressure led to a reduction in commissioned volumes
late in the year. Throughout, we maintained our
discipline over NHS case mix, with more than 60% of
admissions in orthopedics.
Hospital adjusted EBITDA increased 3.6% to £258.8
million, 3.9% on a comparable basis, supported by
£30.0 million of new transformation savings,
delivered as planned. These savings played an
essential role in mitigating external cost pressures,
including National Insurance and National Minimum
Wage increases and the roll off of our energy hedge,
amid slowed NHS activity.
Primary care delivered revenue growth of 7.4% to
£133.7 million, driven by organic contract growth and
new wins across NHS talking therapies and
occupational health. Adjusted EBITDA was £9.8
million (2024: £10.3 million), lower year‑on‑year due
to expected start‑up losses at newly opened clinics
on a standalone basis. We have already seen clinics
which were opened in 2024 becoming profitable in
2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
74
Governance report
Overview
Strategic report
Financial statements
Other information
Chief financial officer’s review
continued
In the private payor group, revenue increased 1.5% to £1,010.1 million from £995.3 million, 1.7% on a
comparable basis, with volumes down and ARPC up. In self‑pay, volumes continued to improve and returned to
positive year‑on‑year growth by year end, which we believe reflects the impact of our targeted marketing.
PMI revenue increased by 2.9%, 3.1% on a comparable basis. Our ongoing focus on broadening insurer
partnerships and managing specialty mix supported growth in both volume and ARPC, helping maintain a
stable operating environment throughout the year. Private payors accounted for 69.9% of hospital revenue
(FY24: 71.6%).
NHS Hospital revenue increased 11.0% to £407.9 million from £367.4 million, 11.4% on a comparable basis,
reflecting a strong first half before a reduction in the second half, reflecting reduced commissioning activity
late last year as noted in our december trading update. We maintained our discipline in specialty mix, with
more than 60% of all NHS admissions in orthopaedics (high acuity) procedures. This has contributed NHS ARPC
growth of 3.2%, unchanged on a comparable basis, broadly in line with the c.3.4% NHS tariff uplift.
Primary care revenue increased 10.5% to £133.7 million from £121.0 million, 7.4% on a comparable basis, driven
by organic contract growth and new wins across Talking Therapies and Occupational Health. Reported revenue
grew 10.5% driven by the acquisition of Acorn Occupational Health (“Acorn”) and Physiolistic Limited
(“Physiolistic”), a physiotherapy chain across the Thames Valley area.
Revenue by location and payor
2025
2024
Variance % (2025-2024)
(£m)
Hospitals
Business
Primary
Care
Total
Hospitals
Business
Primary
Care
Total
Hospitals
Business
Primary Care
Total
Total revenue
1,446.1
133.7
1,579.8
1,390.2
121.0
1,511.2
4.0%
10.5%
4.5%
Of which:
Inpatient
563.7
–
563.7
548.0
–
548.0
2.9%
NM*
2.9%
Daycase
456.3
1.4
457.7
426.6
0.6
427.2
7.0%
NM*
7.1%
Outpatient
398.0
131.4
529.4
388.1
120.2
508.3
2.6%
9.3%
4.2%
Other
28.1
0.9
29.0
27.5
0.2
27.7
2.2%
NM*
4.7%
Total revenue
1,446.1
133.7
1,579.8
1,390.2
121.0
1,511.2
4.0%
10.5%
4.5%
Of which:
PMI
681.5
2.8
684.3
662.4
1.6
664.0
2.9%
75.0%
3.1%
Self‑pay
328.6
8.5
337.1
332.9
8.0
340.9
(1.3)%
6.3%
(1.1)%
Total private
1,010.1
11.3
1,021.4
995.3
9.6
1,004.9
1.5%
17.7%
1.6%
NHS
407.9
87.6
495.5
367.4
80.8
448.2
11.0%
8.4%
10.6%
Other
28.1
34.8
62.9
27.5
30.6
58.1
2.2%
13.7%
8.3%
Total revenue
1,446.1
133.7
1,579.8
1,390.2
121.0
1,511.2
4.0%
10.5%
4.5%
*
Not meaningful due to differing trading periods: Tunbridge Wells hospital traded for only three months in 2024 with no activity in 2025,
while Acorn and Physiolistic recorded nine months and five months of trading respectively in 2025, compared with no trading in 2024.
Selected financial information
Year ended 31 December 2025
Year ended 31 December 2024
(£m)
Total before
adjusting items
Adjusting
items
Total
Total before
adjusting items
Adjusting
items
Total
Revenue
1,579.8
–
1,579.8
1,511.2
–
1,511.2
Cost of sales
(863.7)
–
(863.7)
(827.6)
–
(827.6)
Gross profit
716.1
–
716.1
683.6
–
683.6
Other operating costs
(569.0)
(27.9)
(596.9)
(542.3)
(16.4)
(558.7)
Other income
3.4
–
3.4
8.1
4.5
12.6
Operating profit (EBIT)
150.5
(27.9)
122.6
149.4
(11.9)
137.5
Finance income
1.0
–
1.0
0.7
–
0.7
Finance costs
(105.0)
–
(105.0)
(99.9)
–
(99.9)
Profit before taxation
46.5
(27.9)
18.6
50.2
(11.9)
38.3
Taxation
(7.4)
6.0
(1.4)
(14.1)
1.8
(12.3)
Profit/(loss) for the period
39.1
(21.9)
17.2
36.1
(10.1)
26.0
Profit/(loss) for the year
attributable to owners of the
Parent
38.3
(21.9)
16.4
35.5
(10.1)
25.4
Profit for the year attributable to
non-controlling interest
0.8
–
0.8
0.6
–
0.6
Adjusted EBITDA
(1)
268.6
260.0
Basic earnings per share, pence
4.1
6.3
Adjusted FCF
(2)
64.3
39.0
Net cash from operating activities
242.2
235.7
Net bank debt
(3)
332.4
325.9
1.
Adjusted EBITDA is calculated as Operating Profit, adjusted to add back depreciation, amortisation and adjusting items, referred to
hereafter as ‘adjusted EBITDA’. For EBITDA for covenant purposes, refer to Note 23.
2.
Adjusted FCF (Free Cash Flow) is calculated as adjusted EBITDA, less rent, capital expenditure cash flows and changes in working capital
after adjusting for one‑off items which are not related to the normal trading activity of the business. Rent cash flows are defined as
interest on, and payment of, lease liabilities. Capital expenditure cash flows are defined as the purchase of property, plant and
equipment.
3.
Net bank debt is defined as bank borrowings less cash and cash equivalents.
Revenue
Group revenue increased by 4.5% to £1,579.8 million from £1,511.2 million, 4.5% on a comparable basis, driven
by growth in both Hospitals and Primary Care.
Hospitals delivered increased revenue of 4.0% to £1,446.1 million from £1,390.2 million, 4.3% on a comparable
basis, supported by a 1.2% rise in admissions and outpatient procedure volumes, 1.4% on a comparable basis,
and a 3.9% increase in average revenue per case (ARPC) across all payors, unchanged on a comparable basis.
Spire Healthcare Group plc
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Financial statements
Other information
Chief financial officer’s review
continued
Other operating costs
For the Hospitals Business other operating costs, excluding adjusting items of £27.6m (2024: £12.6m), have
increased by £21.2m, or 4.2% to £527.8m (2024: £506.6m). The main driver is increased National Insurance and
National Minimum Wage and increased IT costs offset by transformation savings. Depreciation and
amortisation for the year was £111.9m (2024: £106.4m). The increase in depreciation is in line with
expectations and is due to continued capex investment and RPI increases on property leases. Operating margin
is 8.2% (2024: 9.7%) and operating margin, excluding adjusting items is 10.2%, down from 10.3% in 2024.
Other operating costs for the primary care business are £41.5 million (2024: £39.5 million). Depreciation and
amortisation for the year was £6.2 million (2024: £4.2 million).
Share-based payments
During the period, grants were made to executive directors and other employees under the company’s Long
Term Incentive Plan. For the year ended 31 December 2025, the charge to the income statement is £2.1 million
(2024: £4.2 million), or £2.7 million inclusive of National Insurance (2024: £4.7 million). Further details are
contained in Note 29.
Adjusting items
(£m)
2025
2024
Asset acquisitions, disposals, impairment and aborted project costs
4.0
(2.8)
Clinic set up costs
0.2
1.9
Business reorganisation and corporate restructuring costs
20.5
4.3
Remediation of regulatory compliance or malpractice costs
1.7
6.9
Amortisation on acquired intangible assets
1.5
1.6
Total pre-tax adjusting items
27.9
11.9
Income tax (credit)/charge on adjusting items
(6.0)
(1.8)
Total post-tax adjusting items
21.9
10.1
Adjusting items comprise those matters where the Directors believe the financial effect should be adjusted for
due to their nature or amount, in order to provide a more comparable measure of the group’s underlying
performance.
Asset acquisitions, disposals, impairment and aborted project costs include £0.8 million relating to the group’s
acquisitions of Acorn Occupational Health (“Acorn”) and Physiolistic Limited (“Physiolistic”). An additional
£0.8m relating to Regents Gate, of which £0.5m represents an impairment charge. This impairment is disclosed
within Assets Held for Sale (see Note 21). Refer to acquisition Note 35 for more details. In the prior year, a credit
of £4.5 million was included for the sale of the group’s Tunbridge Wells hospital as well as costs associated with
the integration of VHG acquisition and a true‑up in provisions for DCG and Claremont acquisitions.
Business reorganisation and corporate restructuring relate to the group announcement of a group wide
transformation programme that will enable a more efficient business operating model, including leveraging
digital solutions and technology. As announced the group are restructuring our clinical staffing models to
provide more agile and flexible resourcing and relocating admin roles to our patient support centres. As a result
of these initiative, additional costs of £13.1 million (2024: £3.5 million) have been incurred in the period,
bringing costs to date of £22.4 million. This initiative is being implemented over several phases and is likely to
be materially completed at the end of 2027 as communicated at our capital markets event in April 2024. Future
costs are not disclosed as a reliable estimate cannot be made due to the nature of the matter. In addition, the
Revenue on comparable basis (adjusted for the effect of acquisitions and disposals)
2025
2024
Variance % (2025-2024)
(£m)
Adjusted
revenue
Effect of
acquisition
and disposal
of
businesses
Reported
revenue
Adjusted
revenue
Effect of
acquisition
and disposal
of
businesses
Reported
revenue
Adjusted
revenue
Effect of
acquisition
and disposal
of
businesses
Reported
revenue
Hospitals
Business
1,446.1
–
1,446.1
1,386.5
3.7
1,390.2
4.3%
NM*
4.0%
Primary Care
129.9
3.8
133.7
121.0
–
121.0
7.4%
NM*
10.5%
Group
1,576.0
3.8
1,579.8
1,507.5
3.7
1,511.2
4.5%
2.7%
4.5%
*
Not meaningful due to differing trading periods: Tunbridge Wells hospital traded for only three months in 2024 with no activity in 2025,
while Acorn and Physiolistic recorded nine months and five months of trading respectively in 2025, compared with no trading in 2024.
Cost of sales and gross profit
Group cost of sales increased in the period by £36.1 million, or 4.4% to £863.7 million (2024: £827.6 million) on
revenues that increased by 4.5% with the majority of the increase due to inflationary pressures, increased
National Insurance and National Minimum Wage. This has been mitigated by strong procurement processes
and our transformation cost savings programme.
For the Hospitals Business, cost of sales increased by 3.5% to £774.8 million (2024: £748.4 million). Gross profit
margin for the Hospitals Business is 46.4%, a slight increase of 20bps from 2024.
Primary Care gross profit margin decreased slightly to 33.5% from 34.5%. due to expected losses from the
startup to the large outpatient‑led clinics which are already generating downstream referrals. Over time, we
expect these margins to increase significantly through a combination of building scale and maturity.
Cost of sales is broken down, and presented as a percentage of revenue, as follows:
2025
2024
(£m)
£m
% of Group
revenue
£m
% of Group
revenue
Clinical staff
389.7
24.7%
375.8
24.9%
Direct costs
337.7
21.4%
325.6
21.5%
Medical fees
136.3
8.6%
126.2
8.4%
Cost of sales
863.7
54.7%
827.6
54.8%
Gross profit
716.1
45.3%
683.6
45.2%
Cost of sales is broken down, and presented as a percentage of revenue split by operating segment, as follows:
Hospitals Business
Primary Care
(£m)
2025
% of
Hospitals
Business
revenue
2024
% of
Hospitals
Business
revenue
2025
% of Primary
Care revenue
2024
% of Primary
Care revenue
Clinical staff
305.7
21.1%
302.0
21.7%
84.0
62.8%
73.9
61.1%
Direct costs
334.7
23.1%
321.8
23.1%
3.0
2.2%
3.7
3.1%
Medical fees
134.4
9.3%
124.6
9.0%
1.9
1.4%
1.6
1.3%
Cost of sales
774.8
53.6%
748.4
53.8%
88.9
66.5%
79.2
65.5%
Gross profit
671.3
46.4%
641.8
46.2%
44.8
33.5%
41.8
34.5%
Spire Healthcare Group plc
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Strategic report
Financial statements
Other information
Chief financial officer’s review
continued
28.4% (2024: 29.8%) which is higher than the statutory rate due to expenses and income that are not
deductible and depreciation on non‑qualifying fixed assets.
Profit after taxation
The profit after taxation for the year ended 31 December 2025 was £13.2 million (2024: £26.0 million). This
includes adjusting items of £27.9 million, primarily driven by £13.1 million of transformation costs involving
one‑off restructuring, and £7.4 million of costs related to the previously disclosed strategic review process.
Adjusted financial information
This statement was prepared for illustrative purposes only and did not represent the group’s actual earnings.
The information was prepared as described in the notes set out below.
Alternative performance (non-GAAP) financial measures
We have provided alternative financial information that has not been prepared in accordance with UK‑adopted
International Accounting Standards (‘IFRS’). We use these alternative financial measures internally in analysing
our financial results and believe they are useful to investors, as a supplement to IFRS measures, in evaluating
our ongoing operational performance. We believe that the use of these alternative financial measures provides
an additional tool for investors to use in evaluating ongoing operating results and trends in comparing our
financial results with other companies in the industry, many of which present similar alternative financial
measures to investors.
Alternative financial measures should not be considered in isolation from, or as a substitute for, financial
information prepared in accordance with IFRS. Investors are encouraged to review the reconciliation of these
alternative financial measures to their most directly comparable IFRS financial measures provided in the
financial statements table.
Adjusted EBITDA
Group adjusted EBITDA increased by 3.3% to £268.6 million from £260.0 million, 3.2% on a comparable basis.
Hospital Business adjusted EBITDA increased by 3.6% to £258.8 million from £249.7 million, 3.9% on a
comparable basis, protecting margin at 17.9% (2024: 18.0%), supported by £30.0 million of transformation
savings and effective price and specialty mix management, offsetting National Insurance and National
Minimum Wage rises and the slowdown in NHS activity.
Primary Care adjusted EBITDA declined 4.9% to £9.8 million from £10.3 million, 13.6% on a comparable basis,
which included expected losses from start‑up outpatient clinics that are already generating downstream
referrals.
Group incurred costs of £7.4 million as it undertook a strategic review of the business.
Remediation of regulatory compliance or malpractice costs of £1.7 million (2024: £1.7 million) relates to legal
fees that have been incurred for the ongoing inquests.
In the prior year, Spire Healthcare increased its provision by £4.6 million to reflect the expected costs of
implementing the Public Inquiry recommendations, including conducting a comprehensive patient review and
providing support to Paterson’s patients. By H2 2024, all living patients had been contacted and invited for
consultations where appropriate to discuss their care. As a result, this led to a notable reduction in new claims
as most patients have now had the outcomes of their reviews. Claims in the current year have remained
consistent with management’s original assumptions and the previously recognised provision; as a result, no
additional charge has been recorded in this financial year. While future adjustments may be necessary as
further information becomes available, the existing provision continues to represent management’s best
estimate of the costs and anticipated claim settlements.
£1.5 million (2024: £1.6 million) of amortisation on acquired intangible assets related to the customer contracts
recognised on the acquisition of VHG in 2023, Acorn in March 2025 and Physiolistic in July 2025.
Net finance costs
Net finance costs have increased by £4.8 million to £104.million (2024: £99.2 million). Mainly due to new leases
and annual RPI increases on leases.
Taxation
The effective tax rate assessed for the year, all of which arises in the UK, differs from the standard weighted
rate of corporation tax in the UK. The reconciliation of the actual tax charge to that at the domestic
corporation tax rate is as follows:
(£m)
2025
2024
Profit before taxation
18.6
38.3
Tax at the standard rate
4.7
9.6
Effects of:
Expenses and income not deductible or taxable
1.8
1.1
Adjustment for movement on share‑based payments
0.8
0.3
Adjustments in respect of prior year
(5.9)
1.3
Total tax charge
1.4
12.3
Corporation tax is calculated at 25.0% (2024: 25.0%) of the estimated taxable profit or loss for the year.
The tax charge of £1.4 million (2024:£12.3 million) includes a prior‑year adjustment of £5.9m credit, which is
due to a one‑off capital allowances claim covering multiple years. This has resulted in a significant reduction in
the tax charge for the year reflecting the additional tax benefits derived from the review. The benefit of this
claim will flow through to future periods, enabling greater tax relief in later years.
The effective tax rate on profit before taxation for the year of 7.5% (2024: 32.1%), is not considered meaningful
due to the significant prior year adjustments
The Group calculates an underlying tax rate on an adjusted basis to remove the effect of distorting items such
as prior year adjustments, non‑recurring transactions and share based payments. The underlying tax rate is
Spire Healthcare Group plc
Annual Report and Accounts 2025
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Overview
Strategic report
Financial statements
Other information
Chief financial officer’s review
continued
Adjusted EBIT on comparable basis (adjusted for the effect of acquisitions and disposals)
2025
2024
Variance % (2025-2024)
(£m)
Comparable
Basis
Adjusted
EBIT
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBIT
Comparable
Basis
Adjusted
EBIT
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBIT
Comparable
Basis
Adjusted
EBIT
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBIT
Hospitals
Business
146.9
–
146.9
143.0
0.3
143.3
2.7%
NM*
2.5%
Primary Care
2.8
0.8
3.6
6.1
–
6.1
(54.1)%
NM*
(41.0)%
Group
149.7
0.8
150.5
149.1
0.3
149.4
0.4%
NM*
0.7%
*
Not meaningful due to differing trading periods: Tunbridge Wells hospital traded for only three months in 2024 with no activity in 2025,
while Acorn and Physiolistic recorded nine months and five months of trading respectively in 2025, compared with no trading in 2024.
Adjusted profit after tax and adjusted earnings per share
Adjustments have been made to remove the impact of non‑recurring items.
Year ended 31 December
(£m)
2025
2024
Profit before tax
18.6
38.3
Adjustments for:
Adjusting items ‑ operating costs
27.9
11.9
Adjusted profit before tax
46.5
50.2
Taxation
(1)
(7.4)
(14.1)
Adjusted profit after tax
39.1
36.1
Adjusted profit after tax attributable to owners of the Parent
38.3
35.5
Adjusted profit after tax attributable to non‑controlling interests
0.8
0.6
Weighted average number of ordinary shares in issue (No.)
400,382,458
403,493,123
Adjusted basic earnings per share (pence)
9.6
8.8
1.
Reported tax charge for the period adjusted for the tax effect of adjusting Items.
Return on capital employed
Year ended 31 December
(£m)
2025
2024
Adjusted EBIT
150.5
149.4
Total assets
2,377.1
2,343.2
less: Cash and cash equivalents
(34.7)
(41.2)
less: Capital investments
(115.9)
(127.2)
less: Current liabilities
(346.8)
(341.7)
Capital employed
1,879.7
1,833.1
Return on capital employed %
8.0%
8.2%
Adjusted EBITDA, Adjusted EBIT and Adjusted EBITDA margin
Year ended 31 December
2025
2024
(£m)
Hospitals
Business
Primary
Care
Total
Hospitals
Business
Primary
Care
Total
Operating profit
119.3
3.3
122.6
135.2
2.3
137.5
Remove effects of:
Adjusting items
27.6
0.3
27.9
8.1
3.8
11.9
Adjusted EBIT
146.9
3.6
150.5
143.3
6.1
149.4
Depreciation
111.9
3.6
115.5
106.4
1.6
108.0
Amortisation
–
2.6
2.6
–
2.6
2.6
Adjusted EBITDA
258.8
9.8
268.6
249.7
10.3
260.0
Revenue
1,446.1
133.7
1,579.8
1,390.2
121.0
1,511.2
Adjusted EBITDA
258.8
9.8
268.6
249.7
10.3
260.0
Adjusted EBITDA margin
17.9%
7.3%
17.0%
18.0%
8.5%
17.2%
Adjusted EBITDA on comparable basis (adjusted for the effect of acquisitions and disposals)
2025
2024
Variance % (2025-2024)
(£m)
Comparable
Basis
Adjusted
EBITDA
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBITDA
Comparable
Basis
Adjusted
EBITDA
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBITDA
Comparable
Basis
Adjusted
EBITDA
Effect of
acquisition
and
disposals of
businesses
Reported
Adjusted
EBITDA
Hospitals
Business
258.8
–
258.8
249.2
0.5
249.7
3.9%
NM*
3.6%
Primary Care
8.9
0.9
9.8
10.3
–
10.3
(13.6)%
NM*
(4.9)%
Group
267.7
0.9
268.6
259.5
0.5
260.0
3.2%
80.0%
3.3%
*
Not meaningful due to differing trading periods: Tunbridge Wells hospital traded for only three months in 2024 with no activity in 2025,
while Acorn and Physiolistic recorded nine months and five months of trading respectively in 2025, compared with no trading in 2024.
Primary Care Adjusted EBITDA on comparable basis after adjusting for effect of new clinics
2025
2024
Variance % (2025-2024)
(£m)
Comparable
Basis
Adjusted
EBITDA
after the
effect of
new clinics
Effect of
new clinics
Comparable
Basis
Adjusted
EBITDA
Comparable
Basis
Adjusted
EBITDA
after the
effect of
new clinics
Effect of
new clinics
Comparable
Basis
Adjusted
EBITDA
Comparable
Basis
Adjusted
EBITDA
after the
effect of
new clinics
Effect of
new clinics
Comparable
Basis
Adjusted
EBITDA
Primary Care
10.0
(1.1)
8.9
10.5
(0.2)
10.3
(4.8)%
NM*
(13.6)%
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Strategic report
Financial statements
Other information
Chief financial officer’s review
continued
Operating cash flows before adjusting items
The cash inflow from operating activities before tax, adjusting items was £257.7 million (2024: £244.3 million),
which constitutes a cash conversion rate from £268.6 million adjusted EBITDA of 95% (2024: 94% conversion of
£260.0 million adjusted EBITDA). The net cash outflow from movements in working capital in the period was
£5.2 million (2024: £7.0 million outflow).
Investing and financing cash flows
Net cash outflow in investing activities for the period was £84.2 million (2024: £99.0 million). Cash outflow for
the purchase of plant, property and equipment in the period totalled £78.5 million (2024: £112.1 million) . Our
capex has remained growth focused, which contributes to efficiency gains and revenue growth over the
medium term. Capital investments in the year includes patient support centres, digitalisation and automation,
MRI scanners and AI software on existing machines to improve throughput and robotic surgery platforms.
Net cash used in financing activities for the period was £164.5 million (2024: £145.1 million). Cash outflows
included interest paid and other financing costs of £105.0 million (2024: £98.1 million), lease liability payments
of £35.1 million (2024: £26.2 million) ,a final dividend payment of £9.2 million (2024: £8.5 million), purchase of
the remaining interest of Montefiore House Limited of £5.2 million and £8.7 million for the buyback of shares
to settle share awards.
Borrowings
At 31 December 2025, the group has bank borrowings of £367.1 million (2024: £367.1 million), drawn under
facilities which mature in August 2028.
Year ended 31 December
(£m)
2025
2024
Cash
34.7
41.2
Bank borrowings
367.1
367.1
Bank borrowings less cash and cash equivalents
332.4
325.9
On 24 November 2025, the group successfully extended its existing debt facilities to maturity of August 2028.
The financial covenants relating to this new agreement are materially unchanged and no modifications have
been made other than to extend the term, with leverage to be below 4.0x and interest cover to be in excess of
4.0x. As at 31 December 2025 the leverage measure stood at 2.0x (2024:2.0x) and interest cover of 7.5x (2024:
7.5x).
As at 31 December 2025 lease liabilities were £948.7 million (2024: £912.8 million).
Dividend
The directors of Spire Healthcare have recommended the payment of a final dividend of 1.5 pence per share for
the year ending 31 December 2025, subject to shareholder approval at the forthcoming Annual General
Meeting.
Related party transactions
There were no significant related party transactions during the period under review.
Adjusted EBIT rose 0.7% to £150.5 million from £149.4 million, 0.4% on a comparable basis, contributing to
ROCE reaching 8.0% (FY24: 8.2%). Excluding NI and NMW rises, ROCE increased to 8.5%. Our multi‑year,
cross‑functional transformation programme which is centered on care quality, a diversified payor strategy
focused on high‑margin work, and our evolution into an integrated healthcare provider through expansion into
the inherently capital‑light primary care segment have all been key in driving sustainable returns
Total capital expenditure was £78.5 million (FY24: £112.1 million). Our capex has remained growth focused,
which contributes to efficiency gains and revenue growth over the medium term.
Adjusted free cash flow
Year ended 31 December
(£m)
2025
2024
Adjusted EBITDA
268.6
260.0
less: Rental payments
(116.2)
(102.3)
less: Cash flow for the purchase of property, plant and equipment
(78.5)
(112.1)
less: Working capital movement
(5.2)
(7.0)
add/(less): Adjustments for non‑recurring items
(4.4)
0.4
Adjusted FCF
64.3
39.0
Adjusted free cash flow grew 64.9% to £64.3 million, reflecting well controlled capex and effective working
capital management within the evolving NHS dynamics.
Cash flow analysis for the period
Year ended 31 December
(£m)
2025
2024
Opening cash balance
41.2
49.6
Operating cash flows before recurring items
257.7
244.3
add/(less) : adjustments for non‑recurring items
4.4
(2.6)
Operating cash flows before Adjusting items and income paid
262.1
241.7
Net cash flow from Adjusting items (included in operating cash flows)
(19.7)
(5.9)
Income tax paid
(0.2)
(0.1)
Operating cash flows after operating Adjusting items and income tax
242.2
235.7
Net cash in investing activities
(76.5)
(99.0)
Cash outflow for acquisition of subsidiary
(7.7)
–
Net cash in financing activities
(164.5)
(145.1)
Closing cash balance
34.7
41.2
Closing cash balance
The group’s year end cash balance stood at £34.7 million, which reflects a reduction of £6.5 million against the
prior year balance of £41.2 million. The reduction in cash is largely due to increased financing activities of £17.5
million offset by a reduction in investing activities of £14.8 million. Further detailed information on the cash
flow during the period is set out in the following sections.
Spire Healthcare Group plc
Annual Report and Accounts 2025
79
Governance report
Overview
Strategic report
Financial statements
Other information
Chairman’s governance letter
Spire has continued to
transform, delivering further
efficiencies and savings across
the group. The board has
played a key role through this
challenging period of strategic
review and uncertainty,
and I am grateful for their
contribution and focus.”
Sir Ian Cheshire
Chairman
Our strategy is delivering and
we are well positioned for growth
Governance
We operate two principal committees for governance
below the board; the clinical governance and safety
committee, which runs a ward-to-board structure of
controls, reviews clinical quality, and the audit and risk
committee, which covers risk and financial controls.
We continue to add strength and depth to the board
and in 2025 were pleased to welcome two new board
members. Sir David Sloman joined the board and the
clinical governance and safety committee in March
2025, and was appointed chair of the clinical
governance and safety committee in May. Sir David
also took on the vice chair of the board role from this
date. Sir David has had a long career in healthcare
management, predominantly in the NHS. He has held
several CEO roles in several NHS trusts and was the
COO of NHS England, where he was responsible for
overseeing all NHS operational delivery, including the
response to the COVID-19 pandemic. Sir David is also
a non-executive director of AXA UK and Ireland and a
trustee of the Royal College of Radiologists.
Jill Anderson joined the board and the remuneration
and audit and risk committees in March 2025, was
appointed chair of the audit and risk committee in
May and joined the nomination committee in
November. She has 30 years’ experience in the
healthcare sector, including executive responsibility
in finance, commercial, research and supply chain
functions across large multinational organisations,
principally with GSK. I am pleased to welcome them
both and to add continued strength to Spire’s board.
I also joined the remuneration committee in May
ahead of Jenny Kay stepping down in October.
Looking ahead
The challenges of previous government cost increases
and NHS uncertainty have had an impact on Spire’s
business, but the demand for private healthcare
remains, and the group is well positioned for further
growth in the coming years. I remain convinced of the
long-term value opportunity for private healthcare in
the UK and the board is confident that Spire can
continue to deliver.
Sir Ian Cheshire
Chairman
4 March 2026
Dear shareholder,
I am pleased to introduce the governance report for
2025. Spire has continued to transform, delivering
further efficiencies and savings across the group.
Spire’s purpose is to make a positive difference to
people’s lives through outstanding personalised care.
It runs high-quality hospitals and is developing
primary care services to provide people with more
choice and the opportunity to access the healthcare
they need. The board maintains a relentless focus on
quality and safety, which is integrated into every
aspect of the business, and seeks to deliver
continuous improvement. In 2025, we welcomed the
new quality strategy and Spire’s QI programme,
which is supporting colleagues to drive measurable
advances in patient care, safety and operational
efficiency across Spire hospitals.
We have faced a challenging market with another year
of government impacts beyond the group’s control.
The well-publicised slowdown in NHS commissioning
activity to the independent sector in some areas, due
to budgetary restrictions, has impacted the business,
although self-pay trends continue to improve and PMI
is broadly stable. The board has played a key role
through this challenging period of strategic review
and uncertainty, and I am personally grateful for
everyone’s contribution and focus.
Strategic review
Over the past five years, Spire has reported a
progression in profits and financial results, but this
has not been recognised in share price performance.
Over 2025, the board held strategic discussions and
examined a broad set of options on how to best
deliver long-term growth and drive sustainable
shareholder value for the group.
As announced in September 2025, the company has
been actively evaluating actions that could drive
long-term sustainable shareholder value. As part of
this review, we are considering a range of potential
options, which may include (but is not limited to) a
potential sale of the company, value generation from
the hospital property estate and adjustments to our
operational and strategic plans. The process remains
ongoing and there can be no certainty either that any
offer will be made for the company nor as to the
terms of any offer, if made.
Spire Healthcare Group plc
Annual Report and Accounts 2025
80
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report
Code provision
Nature of non-compliance
The board’s response
21 – The chair should
commission a regular externally
facilitated board performance
review. In FTSE 350 companies
this should happen at least every
three years.
Consistent with the approach
adopted in 2023 and 2024, the
board undertook its 2025
performance review using an
externally supported,
questionnaire-based process.
The board maintained its engagement with the external
specialist, BoardClic, to support the annual board
performance review process and to provide valuable external
benchmarking. However, as the company entered an offer
period during the final quarter of 2025, coinciding with the
planned timing of the performance review, the board
determined it would be prudent to defer the more
comprehensive aspects of the review, such as interviews and
direct observation of board and committee meetings, until
2026. This approach ensures that the integrity and depth of
the review is not compromised by the sensitivities associated
with the offer period, while still upholding the principles of
regular externally facilitated board performance review. The
externally facilitated board performance review will be
undertaken in 2026.
17 – A majority of members of
the nomination committee
should be independent
non-executive directors.
During the period from 14 May
2025 to 17 November 2025, the
nomination committee
consisted of an equal number of
independent and non-
independent members. It
included the chairman of the
board, two independent
non-executive directors and
one non-independent
non-executive director.
The nomination committee maintained a majority of
independent non-executive directors until 14 May 2025,
when Dame Janet Husband stepped down from the board.
The committee identified Jill Anderson, a newly appointed
independent non-executive director, as a suitable
replacement. The board appointed Jill Anderson to the
nomination committee on 17 November 2025, following her
induction and allowing sufficient time for her to settle into
her role as chair of the audit and risk committee. During the
interim period, when the nomination committee consisted
of an equal number of independent and non-independent
non-executive directors, only one meeting was held, at which
the refreshed Board Diversity Policy was approved. There
were no other committee decisions taken during this time.
Since 17 November 2025, the nomination committee has
had a majority of independent non-executive directors.
Board leadership and company purpose,
More information on
pages 4, 81 to 83 and 85 to 90
Composition, succession and evaluation,
More information on
pages 87, 89 and 92 to 95
Remuneration,
More information on
pages 103 to 113
Division of responsibilities,
More information on
page 86
Audit, risk and internal control,
More information on
pages 55 to 72 and 98 to 102
Further details on how the company complies with the Code are in our strategic and governance reports:
The Code can be found on the Financial Reporting Council’s website: www.frc.org.uk
*
The Code applies to financial years beginning on or after 1 January 2025, apart from provision 29 which is applicable
from 1 January 2026.
Compliance with the UK Corporate Governance Code 2024 (the Code)
The board confirms that, for the year ended 31 December 2025, the company applied the principles and
complied with all applicable provisions* of the Code, except as shown in the table below:
Board composition at a glance
1. Executive directors
2
2. Non-executive directors
9
1
2
1. Male
6
2. Female
5
1
2
1. White
10
2. British Asian
1
1
2
1. 45 to 54
3
2. 55 to 64
5
3. 65+
3
1
3
2
1. Independent NED
6
2. Non-independent NED
2
3. Executive
2
4. Chairman (independent
on appointment)
1
1
4
3
2
1. 0 to 3 years
3
2. 3 to 6 years
4
3. Over 6 years
2
1
3
2
Board position
Board gender diversity
Board ethnic diversity
Board age diversity
Board independence
Non-executive directors’ tenure
Spire Healthcare Group plc
Annual Report and Accounts 2025
81
Board of directors
C
R
Sir Ian Cheshire
Chairman
Sir Ian Cheshire joined the company as
chairman-designate in March 2021
and became non-executive chairman
at the conclusion of its annual general
meeting in May 2021
Justin Ash
Chief Executive Officer
Justin Ash was appointed chief
executive officer and an executive
director in October 2017
Harbant Samra
Chief Financial Officer
Harbant Samra was appointed chief
financial officer and an executive
director in May 2024
Current external appointments
– Chairman of Land Securities Group plc
– Senior adviser to Ardea Partners
– Chair of the Institute for Government
– Chair of We Mean Business Coalition
– Chair of trustees for King Charles III
Charitable Fund
Skills and previous experience
Sir Ian brings to Spire Healthcare
considerable FTSE experience, deep
understanding of the government-
business interface and broad ESG
credentials, which are important to the
company’s strategy and long-term
sustainable success.
Sir Ian was chairman of Barclays Bank UK
PLC until December 2020 and a
non-executive director of Barclays PLC, BT
Group plc and Menhaden Resource
Efficiency plc until May 2021, July 2023 and
September 2024 respectively. He was also
previously senior independent director
and remuneration committee chair of
Whitbread plc until September 2017. Sir Ian
held a variety of posts whilst at Kingfisher
plc including chief executive of B&Q from
2005 to 2008 and group chief executive
from 2008 to 2014. He is involved with
many charitable organisations, such as
King Charles III Charitable Fund, and
has also worked with various
government departments.
Current external appointments
– Member of the Strategic Council of
Independent Healthcare Providers
Network
– Chair of the trustees of Global Health
Partnerships
– Fellow of the Institute of Directors
Skills and previous experience
Justin was previously chief executive of
Oasis Dental Care between 2008 and 2017
before leading its sale to Bupa, managing
director of Lloyds Pharmacy and held
senior positions at KFC and Allied Domecq.
He is a member of the Strategic Council for
the Independent Healthcare Providers
Network and is chair of trustees for Global
Health Partnerships. He is a trustee of
Fraxinus Trust and chair of the Freemasons
Fund for Surgical Research.
Skills and previous experience
Harbant joined Spire Healthcare in October
2018 as group financial controller after a
successful 20-year career in financial
services. He was appointed interim chief
financial officer in January 2022 while
Spire’s former chief financial officer was
away from the business recovering from
an accident, and then deputy chief
financial officer in October 2022.
Harbant started his career at Deloitte in
1996 as part of its graduate scheme and
qualified as a chartered accountant
(ICAEW) in 1999. He was promoted to
director in Deloitte’s Financial Services
department in 2006 before leaving to join
Lloyds Banking Group in 2011 as head of
group financial reporting. While at Lloyds
Banking Group, Harbant was promoted to
finance director, group financial reporting
in 2013 and during this time led on large
scale transformation programmes and on
its response to UK regulatory structural
reform matters.
N
N
Debbie White
Senior Independent Director
Debbie White was appointed an
independent non-executive director in
February 2023 and became senior
independent director in May 2023
Current external appointments
– Non-executive director and chair of The
Co-operative Group
– Director of PAVmed Inc (listed on the
NASDAQ)
– Director of Lucid Diagnostics Inc (listed
on the NASDAQ)
– Director of Xanitos
– Director of APCOA
– Trustee and honorary treasurer for the
charity Wellbeing of Women
– Trustee of the charity Place 2 Be
Skills and previous experience
Debbie is an experienced CEO and
independent director. Her last full-time
executive role was as chief executive officer
of Interserve Group, which was preceded
by a number of senior executive roles at
Sodexo SA including global chief executive
officer of Sodexo Healthcare and Sodexo
Government, chief financial officer of the
North American and UK&I businesses and
chief executive officer of Sodexo UK&I. She
was interim group HR director for BT Group
plc during 2022, supporting the executive
on the transformation of the group. Debbie
was a non-executive director of Howden
Joinery Group plc until December 2023.
Debbie started her career with Arthur
Andersen and is a chartered accountant
and chartered tax practitioner. She joined
AstraZeneca where she held a variety of
financial roles, before joining Sodexo.
Debbie was a director of PWC consulting
where she advised principally in the
pharmaceutical sector.
Key for board committees
A
Audit and risk committee
C
Clinical governance and safety
committee
N
Nomination committee
R
Remuneration committee
Committee chair
R
A
N
Jill Anderson
Independent Non-Executive Director
Jill Anderson was appointed an
independent non-executive director in
March 2025
Current external appointments
– Non-executive director of Croda
International plc
– Trustee of Amref UK, an NGO focused on
healthcare in Africa
Skills and previous experience
Jill is an experienced CFO. Her last full-time
executive role was as chief financial officer
for research and development at GSK
which was preceded by a number of senior
roles at GSK including chief financial officer
for ViiV Healthcare. Jill has over 30 years’
experience in the pharmaceutical sector in
finance, commercial, research and supply
chain functions.
Jill started her career at Shell plc on the
finance graduate programme and is an
accountant. She has a chemistry degree
from Exeter University.
A
Spire Healthcare Group plc
Annual Report and Accounts 2025
82
Governance report
Overview
Strategic report
Financial statements
Other information
Board of directors
continued
Sir David Sloman
Vice Chair
Sir David Sloman was appointed as a
non-executive director in March 2025
and vice chair in May 2025. The company
does not consider Sir David Sloman to
be independent as a result of his
appointment with AXA UK and Ireland.
Current external appointments
– Non-executive director of AXA UK and
Ireland
– Board member of Health Data Research
UK
– Board member of Accurx
– Visiting professor in the Institute of
Global Health Innovation, Imperial
College London
– Fellow of the Royal Society of Medicine
– Senior fellow of the Institute for
Healthcare Improvement
Skills and previous experience
Sir David has had a long career in
healthcare management, predominantly
in the NHS. He has held several CEO roles
at several NHS trusts, including the Royal
Free London NHS Foundation Trust, the
Whittington Hospital NHS Trust and NHS
Haringey Trust. During December 2021
and August 2023, he was the COO of NHS
England, where he was responsible for
overseeing all NHS operational delivery,
including the response to the
COVID-19 pandemic.
Natalie Ceeney CBE
Independent Non-Executive Director
Natalie Ceeney was appointed an
independent non-executive director in
May 2023
Current external appointments
– Chair of Cash Access UK Limited
– Non-executive director of Openreach
Limited
– Chair of the Connection Project Limited
Skills and previous experience
Natalie spent more than 20 years leading
organisational and digital transformation,
firstly as a McKinsey & Company
consultant and then as an executive. She
has worked across a range of sectors, both
public and private, and has experience as a
regulator as well as a CEO. Natalie has a
focus on and deep interest in meeting the
needs of customers, inclusion, and the
transformational nature of technology.
Natalie’s executive career included chief
executive roles at HM Courts & Tribunals
Service, the Financial Ombudsman Service,
the National Archives and as a member of
HSBC’s UK executive team. Her
non-executive career has included roles on
the boards of Anglian Water Services Ltd,
Ford Credit Europe Ltd, Liverpool Victoria
(LV) and Innovate Finance. Natalie is a
graduate of the University of Cambridge.
Skills and previous experience
Jenny has extensive experience as a
front-line registered nurse and subsequent
experience in senior management and
board roles across the NHS including as
director of nursing at Dartford and
Gravesham NHS Trust in Kent. She was a
senior independent director at East London
NHS Foundation Trust until the end of
December 2020. Jenny also worked at the
Department of Health in the chief nursing
officer’s team, leading on communications.
Additionally, Jenny has experience as
director of quality in a clinical
commissioning group.
Jenny’s clinical background is in children’s
nursing – she was a ward sister at King’s
College Hospital for many years,
specialising in care for children with liver
disease and children requiring intensive
care. Jenny trained at St Thomas’ (RGN) and
Guy’s Hospitals (RSCN).
Before commencing her nursing career,
Jenny studied languages at Durham
University and she also has an MBA from
the Bristol Business School.
Jenny Kay
Independent Non-Executive Director
Jenny Kay was appointed an
independent non-executive director in
June 2019. She has been designated
Spire Healthcare’s non-executive
director lead for safeguarding and the
board’s Freedom to Speak Up Guardian
C
R
N
A
C
Professor Cliff Shearman
Independent Non-Executive Director
Professor Cliff Shearman was appointed
an independent non-executive director
in October 2020
Current external appointments
– Emeritus professor of vascular surgery,
University of Southampton
Skills and previous experience
Cliff was non-executive director of the
Royal Bournemouth and Christchurch NHS
Foundation Trust from 2017 to 2020 and
subsequently University Hospitals Dorset
NHS Foundation Trust from 2020 to 2025.
He chaired the Quality Committee and was
vice chair of the Trust.
Cliff was a consultant vascular surgeon for
26 years, initially in Birmingham and then
in Southampton, and professor of vascular
surgery at the University of Southampton.
His research interests focus on factors that
lead to diabetic vascular disease and how to
improve clinical outcomes for people with
diabetes. He campaigned for improved
services at a local, regional and national level.
Cliff was a clinical service director and
associate medical director in the University
Hospital Southampton. At a national level
he was president of the Vascular Society of
Great Britain and Ireland and was one of the
team that separated vascular surgery from
general surgery leading to a new speciality,
centralisation of services and a new training
programme for vascular surgeons. These
changes have been associated with dramatic
improvements in outcomes for patients.
Cliff was a member of the council and a
trustee of the Royal College of Surgeons of
England, serving as vice president from
2018 until July 2021. He was awarded an
OBE in 2021 for services to vascular surgery.
N
Dr Ronnie van der Merwe
Non-Executive Director
Dr Ronnie van der Merwe was appointed
as a non-executive director in May
2018. The company does not consider
Dr Ronnie van der Merwe to be
independent as he has been appointed
to the board by the company’s
principal shareholder, Mediclinic Group
Limited, under the terms of the
relationship agreement with them.
Current external appointments
– Group chief executive officer of the
Mediclinic group of companies
(Mediclinic)
Skills and previous experience
Ronnie has a strong track record of
leadership and management within the
healthcare industry, including strategy,
organisational development, clinical
performance, adoption of technology, and
quality and data management.
As a specialist anaesthesiologist in private
practice, Ronnie gained extensive
experience in trauma and elective
anaesthesia, intensive care management,
and the management of acute and chronic
pain. He subsequently expanded his
expertise at medical insurance company
Sanlam Health before joining Mediclinic in
1999. As chief clinical officer, he took
responsibility for various aspects of the
business, contributed greatly to the
growth and strategic positioning of the
group, and served as chair of the board of
trustees of the in-house medical aid
scheme, Remedi. He also served on the
board of the premier private emergency
medical care provider in South Africa, ER24,
and as executive director of Mediclinic
from 2010. He was appointed as group
chief executive officer of Mediclinic in 2018.
Paula Bobbett
Independent Non-Executive Director
Paula Bobbett was appointed an
independent non-executive director in
November 2022
Current external appointments
– Chief data and digital officer of Boots UK
Skills and previous experience
Paula is a senior executive with extensive
experience across four key pillars of
modern retail: commercial, digital,
strategy, and data. Currently serving as
Chief Data and Digital Officer at Boots,
Paula leads omnichannel digital customer
experience and drives large-scale digital
transformation initiatives in retail and
healthcare. Her career is marked by a
proven ability to influence at board level,
implement change, and deliver material
business growth.
Prior to joining Boots UK, Paula was interim
E-Comm director at Dixons Carphone. She
has held senior analytics and customer
insight roles at a variety of companies,
including Avon and Debenhams, as well
as roles at British Airways and
Vanguard Strategy.
R
C
Spire Healthcare Group plc
Annual Report and Accounts 2025
83
Executive committee
Dr Catherine Cale
Group Medical Director
Dr Catherine Cale joined Spire Healthcare
in October 2020, following a successful
30-year career in the NHS, which spanned
clinical, research and leadership roles.
Catherine trained in paediatric
immunology and immunopathology. She
has extensive experience as a medical
director, with roles at three NHS trusts,
including Great Ormond Street Hospital for
Children NHS Foundation Trust.
In 2017, she became a clinical ambassador
for Getting it Right First Time (GIRFT), a
national programme designed to improve
medical care by tackling variations in the
way services are delivered across the NHS,
and by sharing best practice between
trusts. At this time, she was also deputy
medical director for NHS Improvement
London region, combining this with
ongoing clinical work. Her other medical
director roles were at North Middlesex
University Hospital and The Hillingdon
Hospitals NHS Foundation Trust.
Derrick Farrell
CEO, Vita Health Group
Derrick Farrell joined Spire Healthcare
following its acquisition of Vita Health
Group in December 2023. Derrick has
responsibility for Spire Healthcare’s
primary care business.
Derrick is an accountant by profession and
has held senior positions in the corporate
health sector for the last 20 years. He held
various executive positions, managing
senior teams and cross function groups,
most recently as a board director of
Nuffield Health’s Wellbeing business.
Mantraraj Budhdev
Group General Counsel, Chief People
Officer and Company Secretary
Mantraraj Budhdev joined Spire Healthcare
in September 2022 as group general
counsel, was appointed company secretary
in May 2024 and chief people officer
in March 2026. He has 16 years’ global
experience from a range of industries in
both private practice and in-house roles.
A large proportion of his experience was
gained at two global law firms – Linklaters
and Hogan Lovells – where he worked on
compliance, regulatory and risk matters,
while advising leading blue-chip and listed
corporate clients, and completed
secondments at investment banks
including Goldman Sachs. Most recently,
Mantraraj was responsible for leading a
wide range of transactional, governance
and regulatory matters as the group head
of compliance and head of legal for Europe
and the Americas region with a global port
and logistics provider.
Mantraraj is responsible for leading a legal
team of corporate, commercial, healthcare
and litigation lawyers, Spire Healthcare’s
people, data protection and company
secretarial teams, and he is also the group
corporate concerns director.
Peter Corfield
Chief Commercial Officer
Peter Corfield is the chief commercial
officer for the group and has responsibility
for delivering revenue growth through our
payor groups, including commercial
contracting, marketing services, sales and
new business development including our
Patient Support Centres (PSC). He is also
responsible for the group’s pricing and
data strategy.
Prior to joining Spire Healthcare, Peter held
a number of senior executive and board
roles within the financial services industry,
including managing director of Ageas
Retail Direct retail operations, European
chief marketing officer at Zurich Financial
Services, and board director of Yasuda
Direct General Insurance in Japan, as well
as senior leadership roles at both Direct
Line and Churchill Insurance.
Peter is a Board Trustee of Marie Curie, the
leading UK charity providing help and
support with living with a terminal illness,
end of life and bereavement.
Professor Lisa Grant
Group Chief Nursing Officer and
Chief Operating Officer
Professor Lisa Grant joined Spire
Healthcare in March 2023, following a
successful 25-year career in the NHS
holding a number of leadership and
management roles. Lisa is an experienced
nurse and has held three executive chief
nurse posts over the last 13 years and also
held the role of chief operating officer in
large acute NHS trusts. Lisa established the
Royal Liverpool Nursing Programme and
developed the Excellence in Practice
Programme at Leeds Teaching Hospitals
NHS Trust that focuses on the
development and recognition of the
workforce teams. She held a variety of
management and leadership roles in the
north of England and was awarded a
visiting chair in health professions
leadership from the University of Leeds in
2022. As of November 2024, Lisa is also
visiting professor within the Faculty of
Health Sciences and Wellbeing at the
University of Sunderland.
Rebecca Harper joined Spire Healthcare in
April 2025 as group corporate affairs
director with responsibility for leading our
corporate affairs strategy across the group.
Before joining Spire Healthcare, Rebecca
was senior managing director and a
member of the executive committee in the
strategy and communications division of
global CEO advisory firm, Teneo.
Rebecca has over two decades of
experience in advising executive teams
and boards of leading brands including
Tesco, McDonald’s, Sainsbury’s, Coca-Cola,
Unilever, KPMG, BDO LLP and Starbucks on
trust, reputation and integrated
communication strategy across the full
spectrum of internal and external
stakeholders.
Rebecca Harper
Group Corporate Affairs Director
Spire Healthcare Group plc
Annual Report and Accounts 2025
84
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report
continued
Governance framework
The board
The board is responsible for promoting the long-term sustainable success of the company, generating value for shareholders and other stakeholders as well as contributing to wider
society. The board provides effective leadership, sets the strategic direction, purpose and values of the group and ensures that these align with Spire’s culture. The board also
provides effective challenge to management on the execution of the group’s strategy and ensures that the group maintains an effective risk management and internal control
framework. The matters reserved to the board are on the company’s website at www.investors.spirehealthcare.com.
The board delegates certain matters to its four principal committees.
Executive committee
Execution of the group’s strategy and day-to-day management of the group’s business is delegated to the executive committee, led by the chief executive officer.
In particular, the executive committee is responsible for:
– furthering the strategy, business objectives and targets established by the board
– approving the expenditure and other financial commitments within its authority levels
– discussing, formulating and approving proposals to be considered by the board
– overseeing and fostering Spire’s culture
Audit and risk committee
The purpose of the committee is to
monitor the integrity of the group’s
financial reporting, ensure that an
appropriate relationship is maintained
with the external auditor and monitor
the effectiveness of the group’s risk
management and internal control
framework, including principal and
emerging risks.
Clinical governance
and safety committee
The purpose of the committee is to
promote and oversee a culture of
safe and quality patient care and
experience. The committee reviews
and monitors the group’s clinical,
regulatory and health and safety
(including facilities) policies,
processes, controls and performance.
The committee also monitors
specific non-financial, clinical and
medical risks.
Remuneration committee
The purpose of the committee is to
establish the remuneration policy for
executive directors and ensure a clear
link between performance and
remuneration. The committee
determines the framework and level
of remuneration for the chairman,
executive directors, other members
of the executive committee and the
company secretary. The committee
also reviews workforce
remuneration and related policies
and has responsibilities for
workforce engagement.
Nomination committee
The purpose of the committee is to
ensure that the board and its
committees have the appropriate
balance of skills, knowledge,
experience, independence and
diversity and that adequate succession
plans are in place for the board and key
members of senior management,
including a diverse talent pipeline.
More information on the
audit and risk committee is
on
pages 98 to 102
More information on the executive committee
is on
pages 84 and 85
More information on the
clinical governance and safety
committee is on
pages 96
More information on the
remuneration committee is
on
pages 103 to 113
More information on the
nomination committee is on
pages 91 to 95
The governance framework also includes a number of additional
supporting board and management committees.
Key additional board committee:
Disclosure committee
The purpose of the committee is to ensure that the company complies
with its disclosure obligations, specifically under the UK Market Abuse
Regulation, and to support the board in assessing when the company
may have inside information. The committee comprises the chairman,
senior independent director, chief executive officer, chief financial
officer, and the group general counsel, chief people officer and
company secretary.
Key additional management committee:
Safety, quality and risk committee
The purpose of the committee is to provide scrutiny, oversight and
assurance of all matters pertaining to the quality of patient care across
all areas of the group’s business (including but not limited to hospitals,
clinics, occupational health, GP services and talking therapies), in line
with Spire Healthcare’s commitment to patient safety and quality. The
committee also has oversight of medical professional standards and
risks relating to quality as well as health and safety. The committee is
jointly chaired by the group medical director and the group chief nursing
officer and chief operating officer and its membership includes the chief
executive officer, chief financial officer, CEO of Vita Health Group and
group general counsel, chief people officer and company secretary.
There are further management committees mandated by the executive
committee which oversee patient safety and quality, and other areas of
the business. The subsidiaries of the group are also subject to the same
robust standards of corporate governance and operate within a clearly
defined delegation of authority framework, which is embedded across
the group.
Spire Healthcare Group plc
Annual Report and Accounts 2025
85
Corporate governance report
continued
Chairman
Sir Ian Cheshire
The chairman leads the board and is responsible for:
– The effectiveness of the board in all aspects of its role
– Fostering a culture of openness and constructive debate in
the boardroom and positive relations between executive
and non-executive directors
– Ensuring that the board plays a full and constructive part in
the development of strategy and that there is sufficient time
for meaningful boardroom discussions
– Setting the board agenda in collaboration with the chief
executive officer and company secretary, and ensuring that
the board receives accurate, relevant and timely information
– Promoting effective engagement with the group’s
shareholders and other stakeholders and ensuring the board
has a clear understanding of their views
– Upholding the highest standards of corporate governance,
supported by the company secretary, and demonstrating
objective judgement
Senior independent director
Debbie White
The board nominates one of the independent non-executive
directors to act as senior independent director, who is
responsible for:
– Providing support and acting as a sounding board for the
chairman
– Acting as an intermediary for the other directors when
necessary
– Being an alternative contact for shareholders and other
stakeholders
– Leading the annual board performance review and
undertaking the annual review of the chairman’s
performance
– Leading an orderly succession planning process for the
chairman, together with the nomination committee
Company secretary
Mantraraj Budhdev
The company secretary supports the board on corporate
governance matters and is responsible for:
– Ensuring the board and its committees receive relevant and
timely information to operate effectively and efficiently
– Facilitating good information flows between the board and
its committees as well as between non-executive directors
and senior management
– Ensuring compliance with board procedures and supporting
the chairman and the chairs of board committees
– Facilitating the directors’ induction programme, assisting
with professional development and supporting non-
executive directors’ engagement plans
– Supporting the annual board effectiveness review
– Keeping the board apprised of developments in relevant
legislative, regulatory and governance matters
All directors have access to the advice and services of the
company secretary. Both the appointment and removal of the
company secretary is a matter for the whole board.
Non-executive directors
The non-executive directors play a vital role in ensuring
effective governance and oversight. They provide constructive
challenge and strategic guidance, offer specialist advice,
contribute to the development of strategy and monitor its
delivery within the risk and internal control framework set by
the board and hold management to account. By bringing a
wide range of skills, experience, and diverse perspectives, they
enrich board discussions and decision-making.
The independent non-executive directors further strengthen
the board’s effectiveness by contributing independent
judgement and objectivity to the board’s deliberations and
decision-making. They are responsible for reviewing the
integrity of financial reporting and assessing the effectiveness
of the risk management and internal control framework. In
addition, they play a central role in succession planning for the
board and senior management and are instrumental in
determining appropriate levels of executive remuneration.
Engagement with stakeholders is a key aspect of the
non-executive directors’ responsibilities. Through
engagement, they provide feedback and insights to the board
and ensure that stakeholder views are taken into account in
board decision-making. They promote the highest standards of
integrity and corporate governance and help to uphold the
cultural tone of the group.
Chief executive officer
Justin Ash
The chief executive officer leads the group’s business and is
responsible for:
– Leading the executive committee
– Developing the group’s strategic direction for board
consideration and approval and implementing the group’s
strategy, having regard to shareholders and other
stakeholders
– Day-to-day management of the business and being
accountable to the board for the group’s financial and
operational performance
– Maintaining an effective risk management and internal
control framework
– Ensuring the chair and board are informed and updated on
all key matters
– Maintaining active dialogue with shareholders and other
stakeholders and advising the board accordingly
– Promoting a diverse, inclusive and supportive company
culture
Chief financial officer
Harbant Samra
The chief financial officer supports the chief executive officer
in developing and implementing the group’s strategy and is
responsible for:
– Providing financial leadership to the group and aligning the
group’s business and financial strategy
– Managing the capital structure of the group
– Overseeing the financial performance of the group and the
group’s key finance functions, including tax, treasury and
internal controls
– Ensuring effective financial and non-financial reporting, risk
management and internal control processes are in place
– Investor relation activities, including communications with
shareholders and analysts, alongside the chief executive
officer
– Leading the IT function and delivering technology projects to
support the growth and strategic priorities of the group
Division of responsibilities
There is clear division between executive and
non-executive responsibilities to ensure accountability
and oversight. The roles of the chairman and chief
executive officer are separate and there is a clear
division of responsibilities between the chairman
(leadership of the board) and the chief executive
officer (executive leadership of the group’s business),
which is set out in writing, has been agreed by the
board and is available on the company’s website at
www.investors.spirehealthcare.com
Spire Healthcare Group plc
Annual Report and Accounts 2025
86
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report
continued
Board composition
As at 31 December 2025 and on the date of this report, the board
consisted of 11 directors comprising a chairman, a chief executive
officer, a chief financial officer and eight non-executive directors,
including a senior independent director. The brief biographies of the
directors are on pages 82 and 83.
The composition of the board is subject to regular review by the
nomination committee which considers the balance of skills,
experience, tenure and independence. The nomination committee
ensures diversity is a key part of succession planning, in accordance
with the Board Diversity Policy, which is available on the company’s
website at www.investors.spirehealthcare.com. Any new
appointments to the board result from a formal, rigorous and
transparent procedure, are based on merit and objective criteria and
promote diversity of age, gender, social and ethnic background, and
cognitive and personal strengths. The board considers its size, structure
and composition to be appropriate for the current requirements of the
business and will continue to keep this under review.
More information on board diversity is in the nomination committee
report on pages 94 and 95.
Martin Angle, independent non-executive director and chair of the
audit and risk committee, sadly passed away in September 2024. Dame
Janet Husband, independent non-executive director and chair of the
clinical governance and safety committee, stepped down from the
board at the conclusion of the 2025 annual general meeting.
Succession planning and the review of board composition resulted in
the appointments of Jill Anderson, independent non-executive
director and Sir David Sloman, non-independent non-executive director
on 6 March 2025. With effect from the conclusion of the 2025 annual
general meeting, Jill Anderson was appointed as chair of the audit and
risk committee and Sir David Sloman was appointed as chair of the
clinical governance and safety committee. More information on
these board appointments is on page 92 of the nomination committee
report.
Conflicts of interest
The directors must avoid situations in which they have, or could have, a
direct or indirect interest that conflicts, or may possibly conflict, with
the interests of the company. In accordance with the Companies Act
2006, the company’s articles of association allow the board to
authorise potential conflicts of interest that may arise and to impose
such limits or conditions as it thinks fit.
The board has formal processes and procedures to assess whether a
director has an interest that conflicts, or may possibly conflict, with the
interests of the company, including:
–
each director has a duty to disclose any actual or potential conflict of
interest for consideration and approval, if appropriate, by the board
–
directors should declare any conflicts at the start of all board and
committee meetings
–
the board conducts a review of the Conflicts of Interest Register twice
a year and seeks confirmation from each director of any changes to
their external appointments
–
the company secretary records the consideration of any conflict and
any authorisations granted
–
there is also a formal process in place for the approval of all new
appointments to the board
Save as set out below, no actual conflicts have been identified during
the year. The board considers that the procedures outlined above
operate effectively.
Director
Conflict of interest
Dr Ronnie van der
Merwe
Chief executive officer of the Mediclinic group of companies.
Mediclinic Group Limited controls 29.9% of the company’s voting
rights as per their latest notification of major holdings.
Sir David Sloman
Non-executive director of AXA UK and Ireland, an organisation
that has a material business relationship with the company.
Independence
The board does not consider Dr Ronnie van der Merwe and Sir David
Sloman independent. Except for these two non-executive directors, the
board confirms the continued independence and objective judgement of
all other non-executive directors.
Director
Independence assessment
Dr Ronnie van der
Merwe
Dr Ronnie van der Merwe was nominated as non-executive
director by Mediclinic Group Limited, the company’s principal
shareholder. Mediclinic Group Limited’s subsidiary, Mediclinic
Jersey Limited (formerly Remgro Jersey Limited), entered into a
relationship agreement with the company in June 2015. Under
the terms of the Relationship Agreement, when Mediclinic
Group Limited controls 15% or more of the company’s voting
rights, it can appoint one non-executive director to the board. It
controls 29.9% of the company’s voting rights as per their latest
notification of major holdings. The directors believe that the
terms of the relationship agreement enable the group to operate
independently of Mediclinic Group Limited.
Sir David Sloman
Sir David Sloman is a non-executive director of AXA UK and
Ireland, an organisation that has a material business relationship
with the company.
The board recognises that the independence of non-executive
directors allows them to constructively challenge management,
supports objective decision-making and is the foundation of good
corporate governance. The board considers that, excluding the
chairman who was independent on appointment, over half of the
board is independent in character and judgement in accordance with
the Code.
Time commitment
The board recognises the valuable knowledge and experience that
directors gain from external appointments, and the positive impact
these can have on board deliberations. At the same time, the board is
mindful of the need for directors to dedicate sufficient time to their
responsibilities at the company. The board considers the nature of each
external appointment carefully, taking advice from the nomination
committee, to ensure that board effectiveness is not compromised and
that directors have sufficient time to discharge their duties effectively.
The Board is satisfied that all directors dedicate sufficient time to their
roles at the company and discharge their duties effectively. More
information on how the board assesses external appointments is on
page 93 of the nomination committee report.
Induction
On appointment, directors receive a comprehensive induction tailored
to their experience, background and their role at the company. The
induction programme ensures new directors can quickly contribute to
board deliberations and be effective in their role. It provides them with
a thorough understanding of the group’s business, people, core
processes, purpose, values and culture. The induction also covers
detailed information regarding the structure and operation of the
board and its committees, the company’s approach to corporate
governance, and the duties and responsibilities associated with being a
director of a publicly listed company. Throughout the induction, the
company secretary seeks regular feedback from new directors,
adapting the induction programme to address additional requests for
information and to ensure a smooth transition into their role.
In 2025, two new non-executive directors, Jill Anderson and Sir David
Sloman, participated in the induction programme. Their onboarding
included a comprehensive information pack, meetings with members
of the board, executive committee and company secretary, and visits
to hospitals and other key sites.
Spire Healthcare Group plc
Annual Report and Accounts 2025
87
Corporate governance report
continued
Training and development
The board is committed to continuous professional development,
recognising that effective decision-making relies on a thorough
understanding of the group’s business, its people and the broader
environment in which we operate. Over the course of the year,
directors participate in a diverse programme of briefings and
presentations, covering topics such as market trends, political,
economic and competitive landscape, and key environmental,
technological, social and regulatory developments. This approach
ensures their knowledge remains current and relevant. To further
broaden their perspective, directors regularly visit hospitals and other
sites, fostering direct engagement with senior management,
colleagues, and other key stakeholders. The clinical governance and
safety committee supplements this by holding two seminars annually,
in addition to four scheduled committee meetings, which feature
in-depth reviews of strategically important topics and external expert
presentations. Directors are encouraged to participate in internal and
external seminars and conferences relevant to their roles, supporting
their individual professional growth. In 2025, these included the
Theatre Managers Conference, Children and Young People Leads
conferences, and the bi-annual medical advisory committee (MAC)
conferences, which bring together hospital medical advisory
committee chairs, non-executive directors, executive committee
members and associate medical directors. The board receives regular
updates on legal and regulatory developments from the company
secretary, as well as from the company’s legal advisers and auditors.
The chairman supported by the company secretary, ensures that the
board’s training and development needs are regularly reviewed and
addressed, maintaining a culture of continuous learning.
How the board discharges its responsibilities
The board discharges its responsibilities through a structured annual
schedule of board and committee meetings, aligned with the group’s
financial calendar. In 2025, the board had seven scheduled meetings.
Ad hoc meetings and conference calls are held between formal board
meetings as required.
The directors are expected to attend all board meetings, meetings of
the committees on which they serve and the annual general meeting,
and to dedicate sufficient time to the group’s affairs to ensure they can
discharge their duties effectively. Directors who are unable to attend a
meeting, due to either exceptional circumstances or prior
commitments, are encouraged to submit their comments and
observations to the chairman or the relevant committee chair in
advance, ensuring their perspectives are considered during each
meeting. The following table shows the directors’ attendance at
scheduled board meetings in 2025.
Board meeting attendance during 2025:
Directors
Scheduled board meetings
Chairman
Sir Ian Cheshire
7/7
Senior independent director
Debbie White
7/7
Executive directors
Justin Ash
Harbant Samra
7/7
7/7
Non-executive directors
Jill Anderson
Paula Bobbett
Natalie Ceeney
Dame Janet Husband
Jenny Kay
Dr. Ronnie van der Merwe
Prof Cliff Shearman
Sir David Sloman
4/5
1
6/7
2
7/7
3/3
3
7/7
6/7
4
6/7
5
5/5
6
1.
Jill Anderson was appointed as director on 6 March 2025 and was unable to attend a
board meeting in September 2025.
2.
Paula Bobbett was unable to attend a board meeting in May 2025.
3.
Dame Janet Husband stepped down from the board at the conclusion of the 2025
annual general meeting.
4.
Dr. Ronnie van der Merwe was unable to attend a board meeting in September 2025.
5.
Prof Cliff Shearman was unable to attend a board meeting in March 2025.
6.
Sir David Sloman was appointed as director on 6 March 2025.
The board and its committees receive agendas and comprehensive
papers in advance of their meetings, ensuring they are briefed on all
matters scheduled for discussion. The board uses a secure electronic
system to provide timely access to agendas, board papers and
supporting materials. Following each meeting, the company secretary
implements a structured follow-up process to monitor and facilitate the
completion of agreed actions.
The chairman and the chairs of each committee meet the non-executive
directors in private sessions, without the executive directors present.
The chairman also maintains regular contact with the chief executive
officer and other members of the executive committee. Committee
chairs engage directly with relevant executive committee members and
consult with external advisers as appropriate to inform their work.
Where appropriate, non-committee members are invited to attend
specific committee meetings to facilitate discussions and broaden
perspectives. Members of the executive committee are invited to attend
board and committee meetings to present on key topics within their
areas of responsibility. The board recognises the value of involving
management in meetings to share their expertise, provide updates, and
contribute to informed decision-making.
If directors have concerns about the operation of the board or the
management of the company that cannot be resolved, their concerns
are recorded in the board minutes. No such concerns arose during 2025.
The chairman develops the board agendas, in consultation with the
chief executive officer and with the support of the company secretary,
who maintains a rolling programme of topics for board discussion. This
approach ensures that all matters reserved for the board, as well as
other key issues, are considered and addressed at the appropriate time.
Each board meeting is structured to encourage robust challenge and
active participation from all members, fostering an environment of
open dialogue and constructive debate.
A typical board meeting includes the following standing items:
–
Verbal committee updates from the chairs of the four principal
committees, highlighting key discussion points and matters
requiring the board’s attention and approval
–
Reports on quality, governance and patient safety from the group
medical director and group chief nursing officer and chief
operating officer
–
Reports on operational and financial performance from the chief
executive officer and chief financial officer
–
Investor relations update, including feedback from shareholder
meetings
–
In-depth reviews of strategically important topics to assess progress,
provide insights and support informed decision-making
–
Updates on legal, regulatory and governance matters
Outside of formal board and committee meetings, executive directors
provide written updates to non-executive directors on key matters,
including financial and operational performance and investor relations
updates, ensuring that all directors remain well-informed between
meetings. Non-executive directors also dedicate considerable time to
the group beyond scheduled board and committee meetings,
reviewing out-of-cycle reports and engaging in discussions with senior
management and other subject matter experts.
The board also recognises the value of informal interactions outside
the boardroom. Opportunities such as board dinners provide an
unofficial setting for directors to connect, fostering stronger
relationships and enhancing board cohesion.
The directors have access to the advice of the company secretary, who
is responsible for advising the board on all governance matters.
Additionally, directors have access to independent and professional
advice at the company’s expense, should they determine that this is
necessary to discharge their duties.
Spire Healthcare Group plc
Annual Report and Accounts 2025
88
Governance report
Overview
Strategic report
Financial statements
Other information
Corporate governance report
continued
Board activities and key board decisions in 2025
Decision of the board
Key stakeholders
Link to the company’s strategy
Further details
Acquisition of Acorn Occupational Health
Limited, a national provider of
occupational health services, and
Physiolistic Limited, a physiotherapy
business
– Patients
– Consultants
– Colleagues
– Shareholders
These two primary care acquisitions strengthen our national presence in occupational
health and physiotherapy services alongside Vita Health Group and Spire Occupational
Health.
By broadening our service portfolio, they enhance our ability to secure new nationwide
contracts and drive organic growth. Furthermore, integrating best practice models across
the expanded network accelerates operational performance and enables more efficient
allocation of clinical resources.
Pages 22 to 24
Accelerating transformation projects,
including three patient support centres
– Patients
– Consultants
– PMI
– Colleagues
– Shareholders
Our transformation projects provide us with greater control over the patient journey and
experience, support the delivery of high-quality care in a more cost-effective manner and
create opportunities to reinvest in fast-growing, high-return segments of hospitals and
primary care.
Our three regional patient support centres drive consistency and efficiencies and allow
clinical space to be re-commissioned by moving procurement, administration and booking
functions of our hospitals into patient support centres.
Pages 19 to 21
Opening of a new clinic in Kings Lynn
– Patients
– Consultants
– Colleagues
– Community
– Shareholders
Our expanding network of clinics are integral to the group’s primary care expansion strategy.
They play a vital role in meeting the growing healthcare needs in our communities, providing
patients with access to high-quality diagnostic and treatment services closer to home and
complementing our 38 hospitals across England, Scotland and Wales.
The Kings Lynn clinic provides patients with fast access to a broad range of consultations
and diagnostic services and works closely with Spire Cambridge Lea and Spire Norwich
Hospitals.
Pages 22 to 24
The 2025 board performance review concluded that the board and its
committees continue to operate effectively, with all directors making
valuable contributions and demonstrating a strong commitment to
their roles. The non-executive directors continue to provide robust and
constructive challenge, supporting effective governance. The
composition of the board, together with its collective skills, knowledge,
and experience, independence and diversity, are appropriate and
well-aligned with the group’s strategic direction. The performance
review identified opportunities for further enhancement, which will be
incorporated into board and committee plans for 2026, ensuring that
the board responds to evolving governance standards and
organisational needs.
Annual election and re-election of directors
All non-executive directors are appointed for a fixed term of three
years, with their continued appointment subject to annual re-election
by shareholders at the annual general meeting. The fixed term can be
extended and, in line with best practice, would not ordinarily exceed a
total of nine years, unless exceptional circumstances were deemed to
exist. Details of non-executive directors’ tenure and letters of
appointment are on pages 81 and 110 of the directors’ remuneration
report. Details of executive directors’ contractual arrangements are on
page 110 of the directors’ remuneration report.
Following the annual performance review, and having assessed a range
of criteria, including independence, time commitment, external
directorships, meeting attendance, skills and experience, and the
overall composition and diversity of the board, the board is satisfied
that all directors continue to be effective and demonstrate
commitment to their roles. On the recommendation of the board,
acting on the advice of the nomination committee, all directors who
wish to continue in office will stand for re-election at the next annual
general meeting in May 2026. Directors’ biographies are on pages 82
and 83.
Board engagement
The board recognises that effective engagement with key stakeholders
is fundamental to informed decision-making and the group’s long-term
sustainable success. By fostering open and constructive dialogue with
stakeholders throughout the year, the board ensures that their
interests, views and concerns are considered in board decision-making.
The board reviews stakeholder engagement mechanisms throughout
the year to ensure that they remain effective. More information on
stakeholder engagement is on pages 45 to 51.
The board has a formal schedule of matters reserved for its decision,
which is available on the company’s website at
www.investors.spirehealthcare.com. The board also has an annual
programme of activities, developed collaboratively by the chair, chief
executive officer and company secretary, covering strategy, quality and
patient safety, operational and financial performance, budget and
capital expenditure, transformation initiatives, risk and internal
controls as well as legal, regulatory, governance, culture and
stakeholder matters.
The directors recognise the importance of effective stakeholder
engagement and taking the interests, views and concerns of key
stakeholders into account in board decision-making.
Some key decisions taken by the board in 2025, and how the board had
regard to the matters set out in section 172(1) of the Companies Act
during their deliberations, are outlined in the table above.
Board performance review
In accordance with the Code, a formal and rigorous review of the
performance of the board, its committees, the chairman and individual
directors is undertaken every year. The performance review enables the
board and its committees to reflect on their composition and diversity,
assess the quality and effectiveness of their decision-making, and
identify areas for further improvement or development. It provides each
director with the opportunity to review their individual contribution
and performance.
Senior independent director, Debbie White, led the 2025 annual
performance review, with support from the company secretary and
external specialist, BoardClic. BoardClic, which has facilitated the board
performance reviews since 2023, is responsible for designing
comprehensive questionnaires aligned with best practice and regulatory
guidelines, distributing them to the directors, collating and analysing
responses, and preparing a report highlighting key areas of focus for the
year ahead. BoardClic also provides valuable external benchmarking for
the board. BoardClic is independent and has no other connection with
the company or individual directors.
Spire Healthcare Group plc
Annual Report and Accounts 2025
89
Corporate governance report
continued
Engagement with shareholders and annual general meeting
The board is committed to maintaining transparent communication
with the company’s shareholders, facilitated through multiple
channels, including regular corporate communications such as
half-year and full-year results, a comprehensive investor relations
programme in collaboration with the wider financial community and
the annual general meeting. Meetings with investors are primarily led
by the chief executive officer, chief financial officer and the director of
commercial finance and investor relations. The chairman also seeks
regular engagement with major shareholders to understand their
views on company governance and performance against strategy,
along with the senior independent director and committee chairs who
are also available for shareholder engagement on significant matters
related to their areas of responsibility.
As announced in September 2025, the company has been actively
evaluating actions that could drive long-term sustainable shareholder
value. As part of this review, the company is considering a range of
potential options, which may include (but is not limited to) a potential
sale of the company, value generation from the hospital property
estate and adjustments to our operational and strategic plans. The
process remains ongoing and there can be no certainty either that any
offer will be made for the company nor as to the terms of any offer, if
made.
The company reports financial results to shareholders twice a year at
half year and full year, in addition to issuing trading statements as
appropriate. Alongside these announcements, meetings are held with
institutional investors and analysts at various events within the investor
relations programme, including investor conferences, roundtables and
non-deal roadshows. All presented materials are available on the
company’s website at www.investors.spirehealthcare.com.
The annual general meeting is attended by our directors, the external
auditor and senior management, with shareholders actively
encouraged to participate. The company’s 2025 annual general
meeting was held in-person on 14 May 2025 at 3 Dorset Rise, London
EC4Y 8EN. All resolutions were voted on a poll and were passed with
over 97% of votes cast in favour. Details of previous annual general
meetings, including voting results, are available on the company’s
website at www.investors.spirehealthcare.com.
Workforce engagement and how the board monitors
and embeds culture
The board has continued with its alternative arrangement to workforce
engagement, via its remuneration committee, as permitted by the Code.
In 2025, the remuneration committee oversaw workforce engagement
activities and provided the board with regular updates on the progress
of key initiatives and the outcome of the employee engagement survey.
The committee ensured that employee perspectives, including views,
challenges, concerns and priorities, were clearly articulated and
considered in board decision-making. This approach enables directors to
gain meaningful insight into how culture is embedded across hospitals,
primary care and central functions, and supports the alignment of our
purpose, values, strategy and culture.
In addition to the valuable insights provided by the remuneration
committee, the board draws on a wide range of tools, inputs and data
sources to monitor and assess how culture is embedded across the
organisation. These include:
–
Employee surveys which capture employee views, assess culture,
measure progress and inform initiatives and decisions
–
Internal communications which provide updates to employees,
reinforce our culture and reiterate our values
–
Conferences and events, both virtual and in-person, enabling
colleagues to engage directly with our board and senior leadership
–
Site visits by members of the board and the executive committee to
foster direct engagement with colleagues and deepen understanding
of working environments and cultural practices across the organisation
–
Robust mechanisms for raising concerns, including anonymous
channels and arrangements to support freedom to speak up. These
processes are monitored throughout the year, and the board ensures
that matters raised are subject to proportionate, independent
investigation with appropriate follow up actions
–
Regular review of workforce policies and practices to ensure ongoing
alignment with the company’s purpose, values and strategy
–
Updates from the nomination committee on workforce strategy,
including succession planning, talent, recruitment and retention
–
Updates from the remuneration committee on reward strategy and
how the remuneration and incentive framework promote behaviours
consistent with our values and supports a high-performing culture
focused on quality and patient safety
–
Annual board performance review which assesses the culture within
the boardroom and supports active board involvement in setting and
assessing company values and culture
Further information on workforce engagement is from page 45 with
information on processes for raising concerns and freedom to speak up
on page 28.
Risk management and internal control
In accordance with the provisions of the Code, the board has overall
responsibility for establishing and maintaining an effective risk
management and internal control framework, and for reviewing its
effectiveness. This framework is designed to manage rather than
eliminate the risks facing the group and can only provide reasonable
and not absolute assurance against material misstatement or loss. The
company has established procedures to ensure that there is an ongoing
process for identifying, evaluating, managing and mitigating the
group’s principal risks and for determining the nature and extent of the
principal risks it is willing to take to achieve its strategic objectives. The
directors confirm that such procedures were in place for the year ended
31 December 2025 and up to the date of this report, and that the
group’s risk management and internal control framework were
monitored during the year. The audit and risk committee and the
clinical governance and safety committee, whose reports are on pages
98 to 102 and pages 96 and 97 respectively, assist the board in
reviewing the effectiveness of the group’s risk management and
internal control framework, including financial and non-financial risks
and controls.
Further information about the group’s approach to internal control and
risk management, and the group’s principal risks and uncertainties are
on pages 55 to 72.
The corporate governance report was approved by the board and
signed on its behalf by:
Mantraraj Budhdev
Company Secretary
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
90
Governance report
Overview
Strategic report
Financial statements
Other information
Nomination Committee report
At a glance
The majority of nomination committee members were independent
non-executive directors as at 31 December 2025. The board appoints the
chair of the nomination committee, who must be either the chairman of
the board or an independent non-executive director. If members are
unable to attend a meeting, they have the opportunity beforehand to
discuss any agenda items with the chair of the committee.
The company secretary, or their appointed nominee, acts as secretary to
the committee.
Committee meetings
3
Committee membership and attendance at meetings
The nomination committee members at the end of 2025 and the
number of meetings they each attended during the year were as follows
(the maximum number of meetings that the member was eligible to
attend is also shown):
Member
Committee
member since
Position in company
Committee
meetings
attended/
held in 2025
Sir Ian Cheshire
(Committee Chair)
May 2021
Non-executive
chairman
3 (3)
Jill Anderson
November
2025
Independent
non-executive
director
0 (0)
Natalie Ceeney
May 2024
Independent
non-executive
director
3 (3)
Dr Ronnie van der Merwe
May 2020
Non-executive
director
3 (3)
Debbie White
May 2024
Senior
independent
director
3 (3)
Dame Janet Husband stepped down from the board and the committee in May 2025.
Jill Anderson joined the committee in November 2025, no committee meetings were held
after her appointment.
Nomination committee members’ biographies are shown on pages 82 and 83.
The nomination committee’s terms of reference can be found at
www.investors.spirehealthcare.com
Role and responsibilities
The nomination committee is responsible for leading the process for
board succession planning and appointments, continuously reviewing
the size, structure, and composition of the board to ensure the
appropriate balance of skills, knowledge, experience, independence and
diversity. Other key responsibilities include:
–
ensuring formal, rigorous, and transparent procedures are in place
for board appointments
–
promoting diversity of age, gender, social and ethnic background,
and cognitive and personal strengths in line with the Board Diversity
Policy, while ensuring all appointments are made on merit against
objective criteria
–
maintaining effective and orderly succession planning for both the
board and key senior management positions, considering the
challenges and opportunities facing the business and the key skills
required to deliver against the group’s strategy, purpose and values
–
overseeing the development of a diverse talent pipeline for succession
–
assessing board skills and overseeing the induction of new directors
and the board’s training and development needs, as appropriate
–
reviewing the directors’ time commitment to ensure they have
sufficient time to fulfil their board responsibilities
–
evaluating the directors’ other external appointments and
their independence
The board has been further strengthened by
the appointment of two new non-executive
directors, and maintained the appropriate
balance of skills, knowledge, experience,
independence and diversity required to
support the effective development and
execution of our strategy.”
Sir Ian Cheshire
Chair, Nomination Committee
Spire Healthcare Group plc
Annual Report and Accounts 2025
91
Nomination Committee report
continued
Dear shareholder,
I am pleased to present the nomination committee’s report for the year
ended 31 December 2025.
Board composition and succession
Board composition is shaped and informed by the succession planning
and talent development activities led by the nomination
committee including:
–
regular assessments of the skills, knowledge, experience,
independence and diversity required on the board to deliver against
the group’s strategy, purpose and values
–
consideration of the length of service of the board, ensuring its
membership is regularly refreshed
–
the regulatory landscape in which the group operates
–
the Board Diversity Policy
–
insights derived from the board performance review
The nomination committee considers that the size, structure and
composition of the board is appropriate for the current requirements
of the business and that the board has the appropriate balance of skills,
knowledge, and experience, independence and diversity, as reflected
by the biographies of the directors on pages 82 and 83, the board skills
matrix on page 93 and the diversity disclosures on pages 94 and 95.
Board succession planning was a key focus for the nomination
committee in 2025, particularly considering the unexpected and sad
passing of Martin Angle in September 2024 and the intention of Dame
Janet Husband to step down from the board at the conclusion of the
company’s 2025 annual general meeting. In response, the nomination
committee initiated two search processes during the second half of
2024. Following formal, rigorous and transparent search processes,
the nomination committee recommended the appointment of two
candidates, Jill Anderson and Sir David Sloman, to the board.
The detailed process for each appointment is outlined in the
following table.
1. Define role
specification
The nomination committee developed a detailed role
specification for each non-executive director position,
considering insights and recommendations from the 2024 board
performance review process.
– For the appointment succeeding Martin Angle as chair of the
audit and risk committee, recent and relevant financial
experience, preferably gained within a listed environment, was
identified as essential.
– For the role succeeding Dame Janet Husband as chair of the
clinical governance and safety committee, a strong background
in healthcare was required, although clinical experience itself
was not deemed necessary.
2. Instruct external
search firm
The Inzito Partnership and Odgers Berndtson were engaged to
support the search for the chair of the audit and risk committee
and chair of the clinical governance and safety committee
respectively. The external search firms had no connections to the
company nor its directors other than the provision of search
services. Both firms have signed up for the Voluntary Code of
Conduct of Executive Search Firms and were encouraged by the
nomination committee to look further afield and access talent
from broad and diverse pools. Following a thorough process, the
nomination committee shortlisted several candidates for further
consideration.
3. Interviews
The nomination committee conducted interviews with all
shortlisted candidates, involving executive management where
appropriate. After this initial assessment, a select group of
candidates proceeded to meet other board members. Candidates
for the chair of the clinical governance and safety committee also
met the group medical director, and group clinical director and
chief nurse.
4. Nomination
committee
recommendation
The chair of the nomination committee collated and assessed the
feedback from the interview process. Based on this assessment,
the nomination committee recommended the appointment of Jill
Anderson as chair of the audit and risk committee and Sir David
Sloman as chair of the clinical governance and safety committee,
both serving as non-executive directors, to the board for approval.
5. Board decision
and announcement
The board considered the nomination committee’s
recommendation and approved the appointments effective from
6 March 2025. The appointments were announced on the same
day.
When considering committee composition and key board roles, the
nomination committee is committed to aligning directors’ skills with
specific committee responsibilities, ensuring balanced participation
and avoiding undue reliance on any individual director. The nomination
committee also ensures full compliance with the Code and other
relevant governance guidelines.
The nomination committee recommended, and the board approved,
the following committee changes during the year:
–
Jill Anderson joined the audit and risk committee and the
remuneration committee on 6 March 2025, was appointed as chair
of the audit and risk committee on 14 May 2025 and joined the
nomination committee on 17 November 2025
–
Sir David Sloman joined the clinical governance and safety
committee on 6 March 2025 and was appointed as chair of this
committee on 14 May 2025
–
Sir Ian Cheshire joined the remuneration committee on 14 May 2025
–
Jenny Kay stepped down from the remuneration committee on 9
October 2025
Succession planning remains a key focus for the nomination
committee ensuring that the board and its committees maintain
an appropriate mix of skills, knowledge, experience, independence
and diversity.
The nomination committee also plays an important role in overseeing
succession planning for the executive committee and other senior
management positions, actively supporting the development of a
diverse talent pipeline for succession.
Spire Healthcare Group plc
Annual Report and Accounts 2025
92
Governance report
Overview
Strategic report
Financial statements
Other information
Nomination Committee report
continued
Board skills and experience
The board remains well-equipped with a diverse range of skills, knowledge and experience to effectively lead the company in delivering its strategy,
setting and overseeing the desired purpose, values and culture, and ensuring long-term sustainable success.
The matrix reflects those skills which the board considers to be key to support the business.
Sir Ian
Cheshire
Debbie
White
Justin
Ash
Harbant
Samra
Jill
Anderson
Paula
Bobbett
Natalie
Ceeney
Jenny
Kay
Dr. Ronnie
van der
Merwe
Professor
Cliff
Shearman
Sir David
Sloman
Healthcare
Medical, clinical and
operational
Strategy
Capital markets and
investor management
Other stakeholder
management
M&A
Finance and control
Risk management
Marketing
People and remuneration
Sustainability
Technology, including
cybersecurity
Innovation and
transformation
Time commitment
The nomination committee is committed to ensuring that directors
have sufficient time to fulfil their responsibilities on the board and its
committees. Prior to appointment, directors are advised of the
expected commitments associated with their role. The nomination
committee assesses each candidate’s existing external commitments
and demands on time to confirm their capacity to take on the role and
discharge their duties effectively. Following appointment, directors are
required to notify the chairman before accepting any new external
appointment. All additional external appointments are reviewed by the
nomination committee and require board approval, ensuring directors
remain able to dedicate the necessary time to their responsibilities. The
nomination committee is satisfied that, while some non-executive
directors have other significant commitments, these are appropriate
and do not conflict with their responsibilities to the company.
Accordingly, each director continues to dedicate sufficient time to their
role at the company.
Independence
Prior to appointment, the nomination committee evaluated the
independence of the new non-executive directors. It was determined
that Sir David Sloman could not be considered independent due to his
appointment on the board of AXA UK and Ireland, an organisation that
has a material business relationship with the company. Jill Anderson
was assessed to be independent in character and judgement.
The nomination committee is satisfied that, throughout the year, all
independent non-executive directors remained independent in
character and judgement.
Spire Healthcare Group plc
Annual Report and Accounts 2025
93
Nomination Committee report
continued
Parker Review
The Parker Review continues to monitor and champion ethnic diversity
on boards and within the wider organisation. We comply with the
recommendation of the Parker Review, having at least one board
member from an ethnic minority background. Further information on
ethnic diversity at Spire as at 31 December 2025, including within
senior management, is on page 40.
FTSE Women Leaders Review
The company has also complied with the recommendation of the FTSE
Women Leaders Review as detailed below*:
–
45% of the board are women
–
56% of non-executive directors are women
–
50% of the executive committee, excluding the executive directors,
are women
–
40% of the executive committee, including the executive directors,
are women
–
49% of the executive committee, including the executive directors,
and their direct reports** are women
–
51% of direct reports of the executive committee are women
*
Data as at 31 October 2025.
** Direct reports of the executive committee exclude all administrative and support
staff.
More information on gender and ethnic diversity at Spire is on pages
40 and 41.
UK Listing Rules
As at 31 December 2025 (the reference date), the company has complied
with the board diversity targets set out in UK Listing Rule 6.6.6R(9). There
have been no changes to the board between the reference date and the
date of this report.
Target
Target met?
Board diversity as at
31 December 2025
At least 40% of the individuals on the board
are women.
45% of the board are
women
At least one of the following senior
positions (chair, chief executive, senior
independent director, chief financial officer)
on the board is held by a woman.
The senior independent
director is a woman
At least one individual on the board is from
a minority ethnic background.
One member of the
board is from a minority
ethnic background
Board Diversity Policy applies to the board
and its committees and covers aspects such
as ethnicity, sexual orientation, disability
and socio-economic background (in
addition to the previous requirements of
age, gender or educational and professional
backgrounds).
The Board Diversity
Policy covers these
requirements
Detailed numerical information on the gender and ethnicity
representation on the board and executive management in the required
standardised form is set out on page 95. For the purposes of this
disclosure, following the FCA’s definition, executive management means
the members of the company’s executive committee. There have been
changes to executive management between the reference date and the
date of this report as outlined on page 13.
Data concerning gender and ethnicity representation is collected directly
from members of the board and the executive committee through a
Diversity Form by the company secretary and the people team.
Diversity and inclusion
The nomination committee and the board are committed to setting
the right tone from the top and fostering a diverse culture at Spire that
values and welcomes a broad spectrum of views, perspectives and
experiences. In 2025, the nomination committee conducted a review
of the Board Diversity Policy to ensure alignment with UK Listing Rule
6.6.6(9) and Disclosure and Transparency Rule 7.2.8AR. Following the
nomination committee’s recommendation, the board approved the
updated Board Diversity Policy in July 2025, which is available on the
company’s website at www.investors.spirehealthcare.com.
The objectives and goals of the Board Diversity Policy are set in line
with the targets of the UK Listing Rules, the Parker Review and FTSE
Women Leaders Review. The policy acknowledges that fostering a
high-performing culture, which is both shaped and strengthened by a
diverse and inclusive board, is fundamental to the successful delivery of
the company’s strategy. By embedding diversity and inclusion at the
heart of board composition and decision-making, the policy directly
supports the achievement of the company’s long-term strategic
objectives. The implementation of the Board Diversity Policy is
assessed by reviewing the diversity of the board and its committees
and evaluating progress and compliance against set goals.
The nomination committee places strong emphasis on diversity in its
succession planning activities, ensuring that diversity of age, gender,
social and ethnic background, and cognitive and personal strengths are
always considered in the selection of candidates. Furthermore, the
nomination committee engages executive search firms that have
signed up for the Voluntary Code of Conduct of Executive Search Firms
and encourages them to look further afield and access talent from
broad and diverse pools.
Spire Healthcare Group plc
Annual Report and Accounts 2025
94
Governance report
Overview
Strategic report
Financial statements
Other information
Nomination Committee report
continued
Performance review
The nomination committee’s 2025 performance review concluded that
the committee continues to operate effectively. Insights and
recommendations from the board performance review are
incorporated into the nomination committee’s succession planning
and talent development activities. More details of the performance
review are on page 89.
Annual election and re-election of directors
In 2025, the nomination committee recommended to the board that Sir
Ian Cheshire and Prof Cliff Shearman, both due to complete their second
three-year term as non-executive directors at the conclusion of the
annual general meeting in May 2026, be reappointed for a third
three-year term. The nomination committee further recommended to
the board that all directors who wish to continue in office should stand
for re-election at the annual general meeting in May 2026. These
recommendations were supported by the outcome of the board
performance review and a comprehensive assessment of factors
including independence, time commitment and external directorships,
meeting attendance, skills and experience, overall board composition
and diversity. No director participated in discussions or decisions related
to their own reappointment and recommendation for re-election. In
addition, the chairman did not chair the nomination committee when
his reappointment was discussed and recommended.
Sir Ian Cheshire
Chair, Nomination Committee
4 March 2026
Number of board
members*
Percentage
of the board
Number of senior
positions on
the board
(CEO, CFO, SID
and chair)
Number in
executive
management**
Percentage of
executive
management
Gender representation as at 31 December 2025
Men
6
55%
3
4
50%
Women
5
45%
1
4
50%
Not specified/prefer not to say
–
–
–
–
–
Ethnicity representation as at 31 December 2025
White British or other White
(including minority-white groups)
10
91%
3
7
87.5%
Mixed/Multiple ethnic groups
–
–
–
–
–
Asian/Asian British
1
9%
1
1
12.5%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
*
The number of board members includes those who are members of both the board and executive management.
**
The number in executive management excludes those who are also board members and, as such, represented in the number of board members column.
Spire Healthcare Group plc
Annual Report and Accounts 2025
95
Clinical governance and safety committee report
Spire’s new quality strategy is the
next step to ensure the group
continues to lead in quality and safety.
It reaffirms the group’s dedication to
continuous improvement.”
Sir David Sloman
Chair, Clinical Governance and Safety Committee
At a glance
The clinical governance and safety committee (CGSC) must have at least
two members, both of whom must be non-executive directors. Other
members of the CGSC may be non-executive directors or executive
directors. The board appoints the chair of the CGSC from one of the
CGSC members. If members are unable to attend a meeting, they have
the opportunity beforehand to discuss any agenda items with the chair
of the committee.
The company secretary, or their appointed nominee, acts as secretary to
the CGSC.
Role and responsibilities
The CGSC sits above the group’s clinical governance systems and is
charged by the board with ensuring effective systems and processes are
in place to review clinical performance, including the management of
complaints, safeguarding concerns, whistleblowing and freedom to
speak up issues.
The responsibilities of the CGSC include:
–
Promoting a culture of high-quality and safe patient care and
experience
–
Reviewing the clinical governance and safety reports from the group
medical director and group chief nursing officer and chief operating
officer
–
Monitoring patient health and safety matters
–
Reviewing governance matters that impact patient safety
–
Reviewing the clinical matters on the whistleblowing register
–
Promoting continuous clinical improvements
–
Holding the executive committee accountable for following up
actions
Committee meetings
4
Committee membership and attendance at meetings
The CGSC members at the end of 2025 and the number of meetings
they each attended during the year were as follows (the maximum
number of meetings they could have attended is also shown):
Member
Committee
member since
Position in Company
Committee
meetings
attended/
held in 2025
Sir David Sloman
(Committee Chair)
March 2025
Vice chair
3 (3)
Justin Ash
October 2017
Chief executive
officer
4 (4)
Jenny Kay
June 2019
Independent
non-executive
director
4 (4)
Prof Cliff Shearman
January 2021
Independent
non-executive
director
4 (4)
Dame Janet Husband stepped down from the board and the committee in May 2025.
CGSC members’ biographies are shown on pages
[xx ]
to
[xx]
.
The CGSC’s terms of reference can be found at www.investors.spirehealthcare.com
Spire Healthcare Group plc
Annual Report and Accounts 2025
96
Governance report
Overview
Strategic report
Financial statements
Other information
Clinical governance and safety committee report
continued
Dear shareholder,
I am pleased to present the clinical governance and safety (CGS)
committee’s report for the year ended 31 December 2025.
Quality underpins everything Spire Healthcare does and is a core
pillar of its strategy. The delivery of patient safety and high-quality
patient care is central to Spire’s operations and embedded in its
purpose and culture.
The committee’s role is the robust assurance of governance of clinical
quality at Spire across all hospitals and primary care services. The
safety, quality and risk sub-committee of the CGS committee meets
bimonthly, and is chaired by Professor Lisa Grant, Group Clinical
Director/Chief Nurse and Dr Catherine Cale, Group Medical Director.
I joined Spire Healthcare in March and became chair of the CGS
committee in May 2025, inheriting a fantastic legacy from my
predecessor, Professor Dame Janet Husband, for which I am very
grateful. I would also like to pay tribute to Catherine and Lisa. Together,
they have built a strong foundation that enables this committee to
ensure we have the right data and insights across Spire’s hospitals and
primary care services, as well as a good line of sight to clinical practice
and patient outcomes. Spire seeks to clearly identify possible risks
across all of its hospitals with a view to mitigating or managing such
potential risks to enable patients to receive rapid access to high-quality
care and a positive experience.
Detailed key performance indicators report trends and flag any
statistical alerts to ensure we focus on the most pertinent areas of
clinical governance for Spire’s hospitals. 98% of its inspected hospitals
and clinics are rated ‘Good’ or ‘Outstanding’ or the equivalent by
regulators in England, Scotland and Wales. In 2025, Spire Claremont
Hospital was rated ‘Good’ by the Care Quality Commission (CQC) in its
first inspection since Spire acquired the hospital in 2021. Spire is still
awaiting reinspection of Spire Alexandra in Kent, which has not been
inspected since 2016/17.
Evolving quality approach
Over 2025, Spire has continued to evolve its quality approach. Spire’s
new quality strategy is the next step in its journey to ensure the group
continues to lead in quality and safety across all services. It sets out
Spire’s approach to describing, monitoring and driving improvements
in quality and safety, including making clear the accountability and
assurance required at both group and individual hospital level. It
reaffirms the group’s dedication to continuous improvement, with
core principles of patient safety, experience, clinical effectiveness and
outcomes, and quality improvement (QI), supported by robust ward-to-
board governance to monitor progress and drive meaningful change.
Spire’s new QI framework provides a structured, evidence-based
approach to continuous improvement, governed via the QI
Programme Board.
Patient experience
The committee works hard to ensure that patient needs remain front of
mind at Spire. Patient engagement and experience continue to be
managed and monitored through the patient experience and
engagement framework, national patient experience and engagement
committee (NPEEC) and reported through the SQR and quality strategy.
In 2025, we introduced the patient story at SQR meetings – hearing the
perspective of patients, their relatives or carers helps to focus on what
matters most to patients and acknowledges the importance of the
patient voice in decision-making and improving experience.
Activity in 2025
Our four regular meetings over the year cover oversight of Spire
Healthcare’s clinical governance, as well as medical professional
standards, clinical risk and the clinical aspects of health and safety. We
take a strategic and balanced approach to the material and data
presented to us, and in our meeting discussions.
We continue to welcome non-clinical board members to our meetings.
Colleagues and external visitors with different healthcare experience
and perspectives are also welcomed to present data and feedback,
which helps to widen the board’s understanding of core clinical and
safety issues and challenges, and ensures we are receptive to different
influences and ideas, absorbing best practice.
As part of our seminar series in 2025, the committee welcomed Dr
Jeanette Dixon, Chair of the Council of the Academy of Medical Royal
Colleges and Dr Katherine Halliday, President of The Royal College of
Radiologists in April, and Prof. Sir Stephen Powis, former medical director
of NHS England, in November 2025.
We seek to keep harm and risk of harm at an absolute minimum.
Reporting a never event (NE) gives Spire an opportunity for learning to
minimise any future risk of that NE occurring, as well as minimising the
potential for harm. In 2025, NE was a key committee focus area.
Monitored by SQR committee, Spire has developed a reduction of
never events strategy using pathways in the excellence in care delivery
and safety framework. Initial learning from an NE incident is presented
in a structured way to the group clinical director, assuring prompt
actions using the SEIPS framework (Systems Engineering
Initiative for Patient Safety, a framework that identifies and learns
from patient safety issues), with a robust investigation and ongoing
assurance of improvement measures. This is as much about culture
and behaviour as clinical practice, and local leadership is key to
ensuring that Spire’s patients are safe and well looked after.
As Spire goes through a period of transformation and significant
people change, clinical safety and quality remain a priority, and we
have ensured that all activity is clinically-led. As part of plans to
accelerate its cost savings programme, Spire altered clinical staffing to
increase flexibility in the way hospitals resource clinical and non-clinical
teams to better meet peaks and dips in demand. The CGS committee
held discussions with each hospital director and director of clinical
services, supporting quality impact assessments (QIA) for each hospital
site, with sign off provided by national clinical directors, divisional
directors and divisional HR leads. Please read more in our strategy
section, beginning on page
[xx]
.
Over 2025, the non-executive directors visited 19 hospitals and two
patient support centres. I’m looking forward to getting the opportunity
to visit more of our hospitals and primary care sites in 2026, as well as
meeting more of our colleagues and patients.
We have the structure, processes and data to effectively monitor
safety and quality at Spire, underpinned by genuine openness and
transparency. I am confident that our colleagues have the ability to
perform their work safely and in the best interests of patients.
However, ensuring effective quality and safety in healthcare is a
never-ending journey and there is always room for improvement. I am
looking forward to taking forward this vital role over 2026.
Sir David Sloman
Chair, Clinical Governance and Safety Committee
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
97
Audit and risk committee report
Composition
The audit and risk committee must have at least three members, all of
whom must be independent non-executive directors. If members are
unable to attend a meeting, they have the opportunity beforehand to
discuss any agenda items with the committee chair.
The audit and risk committee extends standing invitations to the
Group’s external auditor, chief executive officer, chief financial officer,
general counsel, and director of risk, assurance and compliance to attend
each meeting. Additional management team members are invited to
participate as required, based on the agenda and subject matter. To
support independent oversight and robust dialogue, the external
auditors hold regular private sessions with the committee and meet
separately with the committee Chair prior to each meeting.
The company secretary, or their appointed nominee, acts as secretary
to the committee.
Role and responsibilities
The audit and risk committee plays a critical role in supporting the
board’s oversight of financial integrity, risk management and internal
control. Its key responsibilities are:
–
Reviewing the group’s Annual Report and Accounts, half-yearly
financial statements, and public financial disclosures, and advising the
board on whether the Annual Report is fair, balanced, and
understandable.
–
Receiving reports from the external auditor, assessing its effectiveness
and independence, and approving its appointment and terms of
engagement.
–
Approving the annual internal audit plan, including the engagement of
external consultants to supplement internal audit resources.
–
Monitoring the effectiveness of the group’s risk management
framework.
–
Evaluating the adequacy and effectiveness of internal controls across
financial, operational and compliance areas, and advising the board
accordingly.
–
Overseeing the group’s procedures for detecting fraud and managing
whistleblowing disclosures.
Committee meetings
5
Committee membership and attendance at meetings
The audit and risk committee members at the end of 2025 and the
number of meetings they each attended during the year were as
follows (the maximum number of meetings that the member was
eligible to attend is also shown):
Member
Committee
member since
Position in Company
Committee
meetings
attended/
held in 2025
Jill Anderson
(Committee chair)
March 2025
Independent
non-executive
director
3 (3)
Debbie White
May 2023
Senior
independent
director
5 (5)
Natalie Ceeney
May 2023
Independent
non-executive
director
5 (5)
Jill Anderson joined the board and the committee in March 2025 and was appointed
committee chair in May 2025.
Debbie White served as interim chair of the committee until May 2025.
Dame Janet Husband stepped down from the board and the committee in May 2025.
Audit and risk committee members’ biographies are on pages 82 and 83.
The audit and risk committee’s terms of reference are at
www.investors.spirehealthcare.com/investors/committees.
In 2025, the committee focused on the
implementation of our transformation
programme, ongoing monitoring of
risks associated with our supply chain,
and assessing our cyber security
control framework.”
Jill Anderson
Chair, Audit and Risk Committee
Spire Healthcare Group plc
Annual Report and Accounts 2025
98
Governance report
Overview
Strategic report
Financial statements
Other information
Audit and risk committee report
continued
Dear shareholder,
As chair of the audit and risk committee, I am pleased to present our
report for the year ended 31 December 2025.
Risk management and internal controls
Risk management continues to be an area of focus and scrutiny for the
committee at each meeting, with papers presented and discussed in
detail to understand key issues raised, to identify emerging and
significant risks to the business and the plans to mitigate them.
Internal audit function
The committee receives a quarterly update report from the director of
risk, assurance and compliance on internal audit activity, with two
committee meetings reserved for deep dives into specific risk or
internal control matters. In 2025, these deep dives focused on supply
chain risk and continued challenges in relation to the NHS and broader
market dynamics. In each update, the committee receives an executive
summary of recently published internal audit reports, and the chair
receives a full internal audit report. The committee also receives a
status update of any remedial actions agreed with management, with
appropriate senior management in attendance to discuss any
significant findings.
In accordance with the Global Internal Audit Standards, the director of
risk, ssurance and compliance provides an annual declaration to the
committee of any actual or potential conflicts of interest, including
where line-management responsibility for other control functions
could affect Internal Audit’s independence. The committee was
satisfied that appropriate safeguards are in place to protect the
independence and objectivity of the Internal Audit function. RSM, as
the co-source provider of internal audit services, undertook an internal
audit of the risk management function, with an independent review
and agreed management actions to enhance the control framework.
Every year, the committee reviews our internal audit charter, which is
based on the Institute of Internal Audit’s template charter and included
in the internal audit strategy. The committee also reviews the
compliance by the director of risk, assurance and compliance with the
internal audit code of conduct.
[In 2025, Spire Healthcare’s director of risk, assurance and compliance
resigned. RSM as our co-source internal audit partner offered to provide
an ‘acting’ director of risk, assurance and compliance while a
replacement is sought.]
[The committee considered the temporary secondment of an individual
from the group’s internal auditors to serve as the interim director of risk,
assurance and compliance during the year, noting the committee
requires RSM to remain independent. The committee reviewed the
arrangement against the requirements of the FRC Ethical Standard and
the Global Internal Audit Standards and was satisfied that appropriate
safeguards were in place, and any risks associated to the secondees
independence were mitigated. This included the RSM engagement
partner responsible for overseeing the internal audit work remaining
independent from the role. Having considered the safeguards, the
committee concluded that RSM’s independence and objectivity was not
impaired, and approved the provision of an ‘acting’ director of risk,
assurance and compliance by RSM.]
The 2025 internal audit plan was approved at the November 2024
committee meeting. Senior leadership team and non-executive directors
provided input into this risk-focused plan, which focused on some of our
larger hospitals; core areas of financial control; clinical governance; and
cyber security. The committee approved the 2026 internal audit plan in
November 2025, focused on our transformation programme.
Risk management function
The risk management report, prepared by the director of risk, assurance
and compliance, details any changes to our risk environment over the
year (see pages 55 to 66). To provide visibility of risks from ‘ward-to-
board,’ the risk management team also provides quarterly reports to the
executive committee and the audit and risk committee on any changes
to our risk profile. It conducts deep dives into significant risk areas, such
as supply chain and NHS market dynamics. Supported by the risk
function, the national deputy director of quality governance provides an
update on clinical quality risks to each safety, quality and risk committee,
and clinical governance and safety committee. On a monthly basis, the
operations committee reviews hospital-level risks, including any themes
across sites, and refers areas of potential escalation to the clinical
governance and safety or executive committee.
Emerging risks
During 2025, the committee continued to analyse risks arising and
potential risk mitigations from the geopolitical and economic
environment. A deep dive into supply chain risk in response to the
impact of global tariffs identified that, while we have a robust control
environment, the risks associated with global tariffs remain
challenging and we continue to monitor this risk closely. More detail on
our principal and emerging risks are in our risk management and
internal control report on pages 55 to 66.
New financial and internal control reporting requirements
The Financial Reporting Council (FRC) published the revised Corporate
Governance Code (2024 Code) in January 2024. The committee
monitored developments in the regulatory environment and received
reports from management on our readiness to comply with specific
new requirements from 1 January 2026 in relation to Provision 29.
Task Force on Climate-related Financial Disclosures (TCFD)
In February 2026, the committee reviewed the TCFD disclosures on
pages 67 to 72 and reviewed the process for the preparation of the
disclosures in compliance with Listing Rule (UKLR 6.6.6R(8)).
Viability
The committee reviewed management’s process to support and allow
directors to make the group’s viability statement on page
[xx]
. It also
provided input into principal risks that might impact the group’s
liquidity and solvency, and reviewed the results of management’s
scenario modelling and the stress testing of these models.
Spire Healthcare Group plc
Annual Report and Accounts 2025
99
Audit and risk committee report
continued
External audit
Annual auditor appointment
The committee is responsible for our relationship with, and the
performance of, our external auditor: recommending the appointment,
reappointment and removal of the external auditor; assessing their
independence on an ongoing basis; and negotiating the audit fee, in
conjunction with the chief financial officer. The committee also
ensures that the external auditor adheres to The Auditing Practices
Board’s Ethical Standard 3, which requires the rotation of the audit
partner for listed companies every five years. Kate Allen took over as
audit partner for the 2025 financial year.
The ARC also notes the CMA requirements regarding audit tender.
Ernst and Young LLP (EY) has been the group’s external auditor since
2020. The ARC will continue to review the auditor appointment and
anticipates that the audit will be put out to tender every 10 years.
External auditor independence and effectiveness
The committee reviewed the independence and effectiveness of the
external auditor:
–
Reviewing its proposed plan for the 2025 audit
–
Discussing the results of its audit, including its views about material
accounting issues and key judgements and estimates, and its audit
report
–
Reviewing the quality of the people and service provided by EY
–
Evaluating all the relationships between the external auditor and the
group, to determine whether these impair, or appear to impair, the
auditor’s independence
Significant issues and material judgements
The audit and risk committee assesses whether suitable accounting
policies have been adopted and whether management has made
appropriate estimates and judgements.
The committee reviewed the nature of all items classified as ‘adjusting
items’ in the year and management’s justification thereof against
relevant accounting guidance. Where costs spanned a reporting period,
the committee considered the significance of the total expected costs to
be incurred across reporting periods (based on management’s
estimates), when determining the appropriateness of the accounting
treatment.
Other activities in 2025
Prior to the release of the company’s 2025 results, the committee
completed a thorough review of:
–
Viability and going concern
–
Assessment of goodwill for impairment
–
Assessment of property carrying values for impairment
–
Assessment of provisions for future liabilities
The committee also reviewed the company’s banking covenant
compliance.
In addition to providing oversight of the group’s financial reporting,
internal controls and risk framework, the committee has had reports on
information governance from management and external advisors,
preparations and planning undertaken in response to the UK Corporate
Governance Code update on risk management and internal controls, and
counter-fraud initiatives.
Spire Healthcare Group plc
Annual Report and Accounts 2025
100
Governance report
Overview
Strategic report
Financial statements
Other information
Audit and risk committee report
continued
The table below summarises the matters where the most material judgements have been made in relation to reporting in 2025:
Matters
Judgement and estimation required
How the committee gained comfort on the matter
Improper revenue recognition
Pressure to achieve results could lead management to manipulate the financial
reporting of revenue. This could include the:
– Manipulation of prices charged
– Miscoding of procedures by hospitals impacting revenue recorded
– Misreporting of other income in the year
– Overstatement of accrued revenue at the year end
The committee has reviewed detailed reports on the underlying controls that operate over the accuracy of the NHS billings process and the
assurance reviews undertaken over that process.
Central management carry out a detailed review of monthly hospital performance compared to forecast, focusing on the cut-off of revenue
reported at the balance sheet date. The group maintains effective segregation of duties to safeguard the integrity of pricing Master file data on
which billing is dependent. Management routinely reconciles revenues and cash collections as part of monthly cash flow management procedures.
This includes accrued revenue, which is substantiated with reference to subsequent billings and cash collection.
Goodwill carrying value
Goodwill for cash generating units as assessed by management is tested for
impairment annually or when there is an indicator of impairment. The
assessment the cash generating units is assessed in line with the relevant
accounting principles. The impairment assessment is achieved by comparing the
value-in-use of the cash generating unit with its carrying value in the accounts.
The value-in-use calculations require the group to estimate future cash flows,
considering market conditions, and the present value of these cash flows is
determined using an appropriate discount rate. The current value of goodwill is
underpinned by these forecasts.
The committee has reviewed in detail the analysis produced by management to assess the carrying value of goodwill as well as the assessment of
cash generating units. Its review included assessing for reasonableness the key underlying assumptions used by management in their analysis. These
included the discount factor rate, future anticipated growth rates and forecasted levels of capital maintenance investment (excluding expenditure
on new or enhancement of assets). The committee noted the discount factor used by management has been reviewed as part of the external audit
and falls within the appropriate range given Spire’s size and cost of capital.
The committee has reviewed management’s latest assessments at every committee meeting. This regular recurring review process has allowed for
earlier visibility of the key assumptions and any potential issues throughout the year.
Property carrying values
Freehold and leasehold property is held at depreciated cost and its carrying value
is required to be assessed for indicators of impairment by management on an
annual basis.
For those properties with an indicator, an impairment test is performed by
calculating a value-in-use, by means of a discounted cash flow model. As this
process involves some degree of estimation there is a risk that properties are
held in the financial statements at inappropriate carrying values.
The committee reviewed the analysis prepared by management to assess the carrying value of those properties with an indicator of potential
impairment, including the appropriateness of the key underlying assumptions. These included future anticipated growth rates, the discount factor
rate, and levels of ongoing capital maintenance investment (excluding expenditure on new or enhancement of assets).
This work was conducted in two phases. A review was performed in May 2025 ahead of the interim accounts and then an initial review in November
2025. This initial review was performed to provide early visibility of any potential issues and to allow for a preliminary assessment of the
reasonableness of the key judgements applied by management. These judgements included:
– The terminal growth rate
– The discount factor rate
– Appropriateness of the determination of a Cash Generating Unit
– Forecasts in ongoing capital maintenance
– Growth rates applied at an individual hospital level over the next five years
Management’s review was updated at the year end using the latest available forecasts. A shortlist of hospitals was identified from this activity and
reviewed in detail by the committee to ensure that management’s conclusions were appropriate. This included, where appropriate, establishing the
level of confidence management has in its ability to deliver the plan underlying the forecast. The committee noted that the work carried out by the
external auditors, EY, supported its own findings in this area.
Provision for Paterson claim
settlements
Following the publication of the public inquiry report on Ian Paterson on 4
February 2020, the group continues to assess the potential impact of the
remedial actions recommended in the report. Since 2020, the group recognised a
charge of
[£28.7 million.]
to ensure the recommended actions are fully adhered
to. It is possible that, as further information becomes available, an adjustment to
the provision held for claim settlements may be required.
Per IAS 37 (provisions, contingent liabilities and contingent assets), any provision associated with this matter must represent management’s best
estimate of the expenditure required to settle that obligation. It is accepted that management’s estimate will involve a degree of judgement as it is
based upon the information available at the balance sheet date, and that additional or different information may emerge in the future.
The committee reviewed management’s estimate and underlying data and assumptions in detail at the time of preparing the 2025 half year results.
This exercise included review of key inputs, claim rates and a sensitivity analysis. The on-going appropriateness of the key assumptions was reviewed
by the committee as part of the year end process, this was done with reference to actual claims experience since the half year. This review confirmed
that management’s key judgment’s and basis for calculating the provision was reasonable and aligned with accounting standards.
Adjustments to EBITDA (Adjusting
Items)
It is the group’s policy to disclose EBITDA after adjusting for certain items, due to
their nature, amount or incidence, to provide a meaningful comparison of the
group’s underlying performance. Group underlying performance is considered
the comparable year-on-year business and therefore excludes items of a one-off
or irregular nature. Pressure to achieve targets could lead management to
manipulate the outcome by overstating the level of adjusting Items.
The committee:
– Reviewed in detail each item which was proposed by management to be classified as an adjusting Item
– Assessed whether the proposed approach was consistent with prior periods
Spire Healthcare Group plc
Annual Report and Accounts 2025
101
Audit and risk committee report
continued
UK Competition and Markets Authority (CMA) Order
During the year, the company complied with the CMA Order in relation
to Statutory Audit Services for Large Companies.
Audit risk
The committee received from EY a detailed plan identifying the scope
of their audit for the year, planning materiality and their assessment
of key risks. The audit risk identification process is considered a key
factor in the overall effectiveness of the external audit process.
Ahead of the full-year audit, the committee reviewed the key risks
that Ernst & Young LLP identified to ensure their areas of audit focus
remain appropriate.
Working relationship with the external auditor
During the year, the committee met with the external auditor without
management present to provide additional opportunity for open
dialogue and feedback between both parties. Matters typically
discussed include the external auditor’s assessment of business risks,
the transparency and openness of interactions with management,
confirmation that there has been no restriction in scope placed on the
auditor by management, the independence of their audit and how they
have exercised professional scepticism. I also meet with the external
lead audit partner ahead of each committee meeting. Additionally,
the director of risk, assurance and compliance liaises with, and meets,
the external auditors on a regular basis, and the external auditors
receive a copy of each internal audit report.
During the year, the FRC’s Audit Quality Review team completed an
inspection of EY’s audit of the Company’s financial statements for the
year ended 31 December 2024. There were no significant findings, and
the Committee is satisfied that the auditor has taken appropriate
actions in response to the inspection
External financial reporting
The FRC’s Corporate Reporting Review team wrote to the company
following its review of the annual report and accounts as part of its
thematic work on share-based payments, highlighting the company’s
disclosure on the accounting for its employee benefit trust as an example
of good practice. In addition, as part of its thematic work on share-based
payments the FRC identified some disclosure deficiencies and as a result
of this engagement, the company has enhanced its disclosures.
In line with the FRC’s standard terms, the committee notes the inherent
limitations of this type of review, which does not benefit from detailed
knowledge of the business or its underlying transactions and therefore
provides no assurance that the annual report and accounts are correct in
all material respects.
The Committee is satisfied that management has taken appropriate
action in response to the FRC’s feedback.
The committee found the review helpful and welcomed the questions
and observations made by the FRC.
Non-audit services and independence
Ernst & Young LLP provided non-audit services to the group during
the year ended 31 December 2025. These services related only to the
interim review. Total non-audit service fees amounted to £0.1 million
(2024: £0.1 million), less than 50% of the audit fees. All non-audit fees
are approved by the committee.
Ernst & Young LLP confirmed to the committee its independence,
considering any threats to independence including fees from non-audit
services.
Clinical governance and safety committee (CGSC)
The ARC and the CGSC align with the following protocols:
–
At each meeting, the ARC receives a report from the CGSC chair
Sir David Sloman on risk and material control matters discussed at
the CGSC
–
We split risk management focus: the CGSC focuses on clinical risk
management at corporate and hospital level; this committee focuses
on group principal risks and non-clinical operational risks
Data strategy, governance and security committee (DSGS)
The general counsel and Senior Information Risk Owner (SIRO) chairs
the DSGS committee and has a reporting line into this committee and
provides a report at each meeting on evolving technologies and
cyber-security risks.
Our priorities for 2026
–
Oversight of the implementation of our transformation
programmes
–
Monitoring the group’s compliance with the UK Corporate
Governance Code and in particular Provision 29
–
The cyber security environment and initiatives to mitigate cyber risk
across the group
–
Implementation of our Carbon Emissions Reduction Strategy
Annual evaluation of the committee’s performance
The committee’s annual performance review was undertaken in late
2025 and confirmed that it continued to operate effectively. More
details of the performance review are on page
[xx]
.
Jill Anderson
Chair
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
102
Governance report
Overview
Strategic report
Financial statements
Other information
Remuneration committee report
At a glance
The remuneration committee must have at least three members, all of
whom must be independent non-executive directors or the chair of the
board, and the board appoints the remuneration committee’s chair. If a
member is unable to attend a meeting, they have the opportunity
beforehand to discuss any agenda items with the chair of the
committee.
The company secretary, or their appointed nominee, acts as secretary to
the remuneration committee.
Committee meetings
5
Committee membership and attendance at meetings
The remuneration committee members at the end of 2025 and the
number of meetings they each attended during the year were as follows
(the maximum number of meetings that the member was eligible to
attend is also shown):
Member
Committee
member since
Position in company
Committee
meetings
attended/
held in 2025
Natalie Ceeney
(Committee chair)
May 2023
Independent
non-executive
director
5 (5)
Jill Anderson
March 2025
Independent
non-executive
director
3 (3)
Sir Ian Cheshire
May 2025
Non-executive
chair
2 (3)
Paula Bobbett
February
2024
Independent
non-executive
director
5 (5)
Jill Anderson joined the committee in March 2025.
Sir Ian Cheshire joined the committee in May 2025 and was unable to attend a committee
meeting in October 2025.
Jenny Kay stepped down from the committee in October 2025 and attended all four
committee meetings held up to that date.
Remuneration committee members’ biographies are on pages
[xx]
and
[xx]
.
The remuneration committee’s terms of reference can be found at
www.investors.spirehealthcare.com
Role and responsibilities
The remuneration committee has authority from the board to
determine the framework and total remuneration arrangements of the
executive directors and, in consultation with the chief executive officer,
senior management. It also oversees the group’s share-based incentive
arrangements. In practice, the committee agrees:
–
Policy for cash remuneration, executive share plans, service
contracts and termination arrangements
–
Reward packages of the chair, executive directors and the executive
committee, including arrangements on appointment
–
Termination arrangements for executive directors and the executive
committee members
–
Recommendations to the board concerning any new executive share
plans or changes to existing schemes
–
Basis on which awards are granted and their amount to executive
directors and senior management under the Long-Term Incentive
Plan (LTIP)
The remuneration committee ensures consistency of remuneration
arrangements across all levels within Spire Healthcare Group (Spire). It
has responsibility for matters identified by the UK Corporate
Governance Code relating to workforce engagement.
“The business has responded
well to the challenges of
inflation and the increase in
National Minimum Wage and
employer National Insurance
Contribution, affording a wider
workforce annual salary
increase of 3.2%.”
Natalie Ceeney
Chair, Remuneration Committee
Spire Healthcare Group plc
Annual Report and Accounts 2025
103
Remuneration committee report
continued
Dear shareholder,
I present to you the directors’ remuneration report for the year ended
31 December 2025.
Our directors’ remuneration report was approved by 99.67% of
shareholders at the AGM in May 2025 and I would like to thank
shareholders for their engagement and support. This letter provides
further detail of the work of the committee and decisions taken in
respect of 2025.
We welcomed Jill Anderson who became a member of the committee
in March 2025 and who also chairs the audit and risk committee. After
five years on the committee, Jenny Kay stepped down from the
remuneration committee in October 2025. I would like to thank Jenny
for her valuable contribution to the committee over the years. Sir Ian
Cheshire joined the committee as a formal member in May 2025.
Performance in 2025
The business has responded well to the challenges of inflation and the
increase in National Minimum Wage and employer National Insurance
contributions, as well as a dynamic payor environment. Our
transformation programme has delivered the planned benefits,
including the launch of our three Patient Support Centres, which
centralised booking and administrative functions from nearly all
hospitals.
Self-pay trends have continued to improve, supported by our increased
marketing in an improving market. PMI trends are broadly unchanged,
in line with our expectations, in the context of proactive tendering and
claims access management by our insurance partners. Budgetary
constraints within the NHS remain a live and fluid situation for the
entire sector, impacting both NHS and private-run hospitals. However,
these developments have made the strategic importance of having a
diversified, multi-payor strategy even clearer, as we serve
predominantly private patients including a growing base of employer
clients, alongside the NHS.
In primary care, the business has delivered good performance as
anticipated. Vita Health Group, a key talking therapies provider to the
NHS, has been protected from current market challenges as it operates
on long-term government contracts. It delivered good performance,
driving the majority of primary care revenue.
As a result, Spire Healthcare delivered an adjusted EBITDA of £268.6
million, up 3.3% on 2024 (3.2% on a comparable basis), with a ROCE of
8.0%.
Underpinning this performance is our relentless drive to improve the
care quality provided to our patients. We have proudly maintained 98%
of inspected hospitals rated ‘Good’, ‘Outstanding’ or the equivalent
across England, Scotland and Wales.
Wider workforce pay
The committee receives updates on the wider workforce through the
colleague engagement survey and updates from the chief people officer.
The committee has continued to monitor the impact of economic
pressures on colleagues and wider workforce remuneration and
supported the management proposal for the 2025 annual salary review.
The committee takes these items into account when determining policy
and outcomes for executives and senior management. For 2025, the
majority of Spire’s permanent colleagues received a 3.2% salary increase.
2025 incentive outcomes
The annual bonus was subject to stretching financial and strategic
performance measures, including financial performance based on Group
EBITDA performance, and strategic performance based on cost savings,
private revenue growth and delivering transformation programmes.
Whilst management delivered strong operational and strategic
performance in the year, including managing costs, maintaining
operational resilience and progressing a number of strategic initiatives,
full-year Group EBITDA fell marginally below the threshold performance
hurdle. This was primarily due to the slowdown in NHS commissioning
activity to the independent sector towards the end of the year due to
Integrated Care Board budgetary restrictions. Although the committee
recognised both the progress in the year and the material impact of the
change in NHS policy on the underlying performance trend, the
committee was also mindful of the shareholder experience. The
committee opted to maintain a disciplined approach to the operating of
the bonus and determined that no positive discretion would be applied
on this occasion. Therefore no bonus was paid in respect of 2025.
The 2023 LTIP awards were based on relative total shareholder return
(TSR), financial and operational excellence performance measured
to 31 December 2025. Return on capital employed was 8%, being
between threshold and maximum. For operational excellence, the
regulatory rating objective was met in full and the engagement
measure was not met. The relative TSR element of the award lapsed. The
overall vesting outcome for this award was 28.46% of maximum. Vested
awards for executive directors at the time of award will be subject to a
further two-year holding period. The committee reviewed the LTIP
outcome against wider company and individual performance, the
shareholder and wider shareholder experience and determined that no
discretion would be applied.
Remuneration for 2026
Consistent with Spire’s longstanding practice, the annual salary review
for all employees across the group takes place towards the end of the
year. For 2025, the annual salary review for the workforce took effect
from December, rather than in September as in prior years. For the
wider workforce the annual increase was 3.2%. The same increase was
also applied to the executive directors with effect from 1 December
2025 and subject to any major changes in role, the next annual increase
will take place towards the end of 2026.
Incentives are based on financial, operational and strategic elements.
The maximum bonus opportunity for executive directors remains
unchanged at 150% of salary. For 2026, bonus metrics will include 70%
linked to financial measures of group EBITDA and free cash flow and up
to 30% assessed against strategic objectives. The committee
determined to reinstate free cash flow to the bonus scheme for 2026
to ensure that there is a focus on cash generation.
For LTIP grants to executive directors, it is expected that awards
equivalent to 200% of salary will be granted, in line with last year. Given
the current evaluation of strategic actions to drive shareholder value,
the committee is taking further time to carefully consider and
determine the LTIP measures and targets to ensure they are fully
aligned to our forward-looking strategy. Once finalised, the 2026 LTIP
targets will be published on our website, and they will be disclosed in
the directors’ remuneration report next year. As referenced in last
year’s report, we will review the use of TSR in the LTIP ahead of the
measures and targets being finalised given the lack of direct, relevant,
listed peers and the concentrated nature of our shareholder base.
If you have any questions about this directors’ remuneration report,
please contact me via companysecretary@spirehealthcare.com.
Natalie Ceeney
Chair, Remuneration Committee
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
104
Governance report
Overview
Strategic report
Financial statements
Other information
Remuneration committee report
continued
Remuneration policy table
At a glance: summary of remuneration policy and approach for 2026. The table below summarises how key
elements of the remuneration policy will be implemented in 2026. The full remuneration policy can be found
on our website in the 2023 Annual Report.
Element
Justin Ash
Chief Executive Officer
Harbant Samra
Chief Financial Officer
Base salary as at 1 Jan 2026
£681,773
£417,960
Pension
8%
(in line with majority of employees)
8%
(in line with majority of employees)
2026 annual bonus
opportunity
Maximum: 150%
Maximum: 150%
2026 annual bonus
measures
–
For 2026, 70% linked to financial measures of group EBITDA (50%) and free cash
flow (20%) and up to 30% assessed against strategic objectives
–
Full disclosure of performance measures and weightings will be disclosed
retrospectively
2026 annual Bonus deferral
–
One third of bonus will be deferred
into shares for three years as the
chief executive officer has met his
shareholding guidelines
–
One third of bonus for the chief
financial officer will be deferred into
shares for three years
2026 LTIP award levels
Maximum: 200%
Maximum: 200%
Element
2026 LTIP
measures
–
Given the current evaluation of strategic actions to drive shareholder value, the committee
is taking further time to carefully consider and determine the LTIP measures and targets to
ensure they are fully aligned to our forward-looking strategy. Once finalised, the 2026 LTIP
targets will be published on our website, and they will be disclosed in the directors’
remuneration report next year
2026 LTIP holding
requirement
–
LTIP awards are subject to a two-year, post vesting holding period
Shareholding
guideline
–
200% of salary in-employment shareholding guideline.
–
Post-cessation shareholding requirements apply at the same level as the in-
employment guideline (or actual shareholding, if lower) for two years following
cessation of employment
Malus and
clawback
–
Malus and/or clawback provisions apply to both annual bonus awards and LTIP awards
–
Such circumstances may include: a serious misstatement of the group’s audited
financial results; a serious miscalculation of any relevant performance measure; a
serious failure of risk management or regulatory compliance by a relevant entity;
serious reputational damage to the group or a relevant business unit; the participant’s
material misconduct, a material corporate failure, or any other circumstances that the
committee considers to be similar in their nature of effect
–
For awards granted under the term of this remuneration policy, malus and/or clawback
may apply for up to two years after the vesting date for LTIP awards and payment of
cash bonus, and up to three years after the grant date for the DSBP award. The
committee is satisfied that this period is appropriate for Spire and allows for sufficient
time for any material issues to come to light
–
The full malus and clawback provisions are set out in the remuneration policy
–
In line with the new UK Corporate Governance Code requirements, the committee also
confirms that there was no application of malus and clawback provisions in the
reporting period
Year-end outcomes:
2025 bonus
outcome
–
0% of maximum pay-out
2023 LTIP
outcome
–
28.46% of maximum vesting
Spire Healthcare Group plc
Annual Report and Accounts 2025
105
Annual report on remuneration
Single total figure of remuneration – executive directors (audited)
The following table sets out the total remuneration for the executive directors for the year ended
31 December 2025. This comprises the total remuneration in respect of the full year from 1 January 2025 to
31 December 2025.
(£000)
Justin Ash
Harbant Samra
3
2025
2024
2025
2024
Salary
662.4
648.8
397.7
245.6
Benefits
4
19.8
18.8
16.4
10.2
Retirement benefits
53.0
51.9
31.8
19.6
Total fixed pay
735.2
719.5
445.9
275.4
Annual bonus
0
347.9
0
130.6
Long-term incentives
1,2
337.4
593.3
82.0
62.2
Total variable pay
337.4
941.2
82.0
192.8
Total
1,072.6
1,660.7
527.9
468.2
1.
The 2023 LTIP awards, are due to vest in 2026, for the purposes of this table, the value of awards is based on the average share price
during the final quarter of 2025 being £2.14. None of the 2023 LTIP value is attributable to share price appreciation.
2. The 2022 LTIP awards have been restated to reflect the actual share price on vesting of £1.77.
3.
Harbant Samra’s LTIP award was granted in relation to his previous role, though he did not sit on the board. The full value has been
included for transparency.
4.
2025 benefits include maturity of a 2022 Sharesave plan calculated as the share on the date acquired (£2.13 on the 24 June 2025)
minus the option’s exercise price multiplied by number of options that vested.
Base salary
As disclosed in last year’s remuneration report, Harbant’s salary increased to £405,000 from May 2025, a year
after his appointment as chief financial officer. This increase reflected his strong performance, leadership and
development in role since appointment.
Consistent with Spire’s longstanding practice the annual salary review for the majority of permanent
employees takes place towards the end of the year. For 2025, the annual salary review took effect from
December, rather than in September as previously. For the majority of the permanent workforce, the annual
increase was 3.2%.
The same increase was also applied to the executive directors including the chief financial officer to provide
alignment with the wider workforce and the approach taken for other Executive Committee colleagues.
The revised salaries for the executive directors are as follows: chief executive officer – £681,773 and chief
financial officer – £417,960. The chief financial officer’s salary remains below that of his predecessor
(£432,600).
Subject to any major changes in role, the next annual increase is expected to take place towards the end of
2026, in line with the wider workforce.
Annual bonus
For the 2025 financial year, the maximum bonus opportunity for executive directors was 150% of base salary.
All bonuses in the group, including those payable to executive directors, were subject to a minimum EBITDA
threshold of £270 million and a minimum quality threshold, with an EBITDA target of £280 million and an
EBITDA maximum of £290 million. Despite the performance context set out earlier in this report, and
following the impact of the slowdown in NHS commissioning activity to the independent sector towards the
end of the year, our full-year adjusted Group EBITDA for FY2025 was below the EBITDA threshold, being
£268.6 million, and therefore there will be no formulaic bonus award for 2025.
For 2025, the strategic element was centred around the achievement of the areas of focus which included
cost savings, private revenue growth and delivering transformation programmes. Although strong progress
was made in a number of areas, including managing costs, maintaining operational resilience and progressing
strategic initiatives, no bonus was accrued as a result of the EBITDA threshold not being met. Although the
committee recognised both the progress in the year and the impact of the change in NHS policy to the
underlying performance trend, the committee was also mindful of the shareholder experience. The
committee opted to maintain a disciplined approach to the operating of the bonus and determined that no
positive discretion would be applied on this occasion. Therefore no bonus was paid in respect of 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
106
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration
continued
Long Term Incentive Plan (LTIP)
The performance period for awards granted in 2023 ended on 31 December 2025. This award was based on
targets linked to ROCE, relative TSR and operational excellence measures.
The performance targets for this award and the result at the end of the three-year performance period was
as follows:
25% vests
50% vests
100% vests
Outcome
Percentage
outcome
Relative TSR v FTSE 250
(excluding investment
trusts) (35%)
Median
1
Upper quartile
Below median
0%
Return on capital
employed (35%)
7.3%
1
8.6%
10.0%
8%
13.46%
Regulatory rating
(15%)
84% achieve
‘Good’ or above
1
88% achieve
‘Good’ or above
94% achieve
‘Good’ or above
98%
15%
Employee engagement
(15%)
2
76%
1
80%
82%
73.7%
0%
28.46%
1.
There is no vesting for performance below these levels.
2.
To ensure a more rounded assessment over the LTIP performance period, the employee engagement score is measured using a
three-year average over the performance period.
The committee reviewed the LTIP outcome against wider company and individual performance, the
shareholder and wider stakeholder experience and determined that no discretion would be applied.
Awards under the LTIP were granted to Justin Ash and Harbant Samra on 27 March 2025. These awards were
granted in the form of nil-cost options over Spire Healthcare Group plc shares, with the number of shares that
may vest conditional on performance over the three-year period to 31 December 2027. The maximum award
granted to executive directors was equivalent to 200% of base salary.
The committee noted the share price volatility around the time of grant. The committee determined to grant
the award at the normal levels, and assess the overall outcome at the point of vesting taking into account
wider company performance and the shareholder experience. The committee has the flexibility to use
discretion to adjust the outcome if considered appropriate.
As set out in the directors’ remuneration report last year, the engagement targets were not disclosed at the
time as we were undertaking a review of the provider and methodology. This review was completed during
the year, and the targets are set out in full below. The committee determined that four indicators should be
used going forward – two each from the employee survey and the consultant survey. These indicators are key
for tracking and assessing employee engagement and consultant feedback on the quality of care and service.
Details of the performance conditions applying to the 2025 awards are below:
25% vests
50% vests
100% vests
Relative TSR v FTSE 250 (excluding investment
trusts) (20%)
Median
–
Upper quartile
Return on capital employed (35%)
8.6%
10.0%
11.0%
Hospital EBIT margin (15%)
9.6%
11.3%
13.0.%
Regulatory ratings (15%)
84% achieve
‘Good’ or above
88% achieve
Good’ or above
94% achieve
‘Good’ or above
Engagement (15%)
72%
75%
78%
Outstanding share awards
The following table provides details of all outstanding awards, as at 31 December 2025, made to current
executive directors under the LTIPs that remain within their three-year performance period:
Type of award
Date of grant
Number of shares
Share price
Face value at grant
1
End of performance period
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
15 March 2023
541,661
£2.374
£1,285,904
31 December 2025
14 March 2024
542,575
£2.370
£1,285,904
31 December 2026
27 March 2025
759,173
£1.740
£1,321,266
31 December 2027
Harbant
Samra
Conditional Share
Award (in the form
of nil-cost options)
15 March 2023
131,634
£2.374
£312,500
31 December 2025
14 March 2024
320,675
£2.370
£760,000
31 December 2026
27 March 2025
436,681
£1.740
£760,000
31 December 2027
19 June 2025
28,729
£1.740
£50,000
31 December 2027
1. The face value of awards made in 2024 and 2025 was equivalent to 200% of base salary. The share price used to determine the number
of shares under the 2024 and 2025 awards was based on the average of the mid-market quotation at close of business over the five
trading days ending on 13 March 2024 and 26 March 2025 respectively. The face value of awards made in 2023 to Justin Ash were
equivalent to 200% of base salary. The 2023 LTIP awards for Harbant Samra were in respect of his previous role. The share price used to
determine the number of shares under the 2023 awards was based on the average of the mid-market quotation at close of business
over the thirty trading days ending on 14 March 2023.
2. Further detail on specific targets are set out in the 2023 and 2024 directors’ remuneration reports.
3.
Harbant Samra’s June 2025 award was a top-up award to reflect the salary increase effective May 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
107
Annual report on remuneration
continued
The following table provides details of all outstanding awards, as at 31 December 2025, that have completed
their three-year performance period and have vested to current executive directors under the LTIP but remain
within the two-year holding period:
Type of award
Date of grant
Number of
shares originally
awarded
Number
of shares
lapsed
Number of
shares in two-year
holding period
End of two-year
holding period
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
18 March 2021
665,606
118,545
547,061
18 March 2026
14 March 2022
543,750
213,042
330,708
14 March 2027
The following table provides details of awards granted to the executive directors during 2025 under the
Deferred Share Bonus Plan, which relate to bonuses payable in respect of 2024 and disclosed in last year’s
remuneration report. Awards will normally vest three years after the grant date.
Type of award
Date of grant
Number of shares
Share price
Face value at grant
Justin Ash
Conditional Share
Award (in the form
of nil-cost options)
13 March 2025
65,896
£1.76
£115,979
Harbant Samra
Conditional Share
Award (in the form
of nil-cost options)
13 March 2025
24,730
£1.76
£43,525
This award will be released in 2028 and remains subject to malus terms during this period.
Sharesave
The company operates an HMRC-approved Savings-Related Share Option Plan (Sharesave). Participation in
Sharesave is conditional on three months’ service and executive directors may participate in the same way as
all other colleagues. Sharesave is an all-employee share plan and there are no performance conditions. The
saving period for the 2022 Sharesave has ended and no further award was made in 2025.
Single total figure of remuneration – non-executive directors (audited)
The following table sets out the total remuneration for the non-executive directors for the year ended
31 December 2025.
(£000)
2025
Fees
2025
Benefits
1
2025
Total
2024
Fees
2024
Benefits
1
2024
Total
Sir Ian Cheshire
243.3
1.7
245.0
236.9
3.5
240.4
Paula Bobbett
60.0
0.1
60.1
58.4
0.3
58.7
Natalie Ceeney
76.6
1.5
78.1
68.6
1.8
70.4
Professor Dame Janet Husband
3
38.3
4.7
43.0
103.0
8.9
111.9
Jenny Kay
60.0
0.3
60.3
58.4
1.5
59.9
Professor Cliff Shearman
60.0
2.1
62.1
58.4
1.9
60.3
Dr Ronnie van der Merwe
2
58.5
–
58.5
50.0
–
50.0
Debbie White
6
91.2
3.1
94.3
80.7
11.2
91.9
Sir David Sloman
4
78.0
0.8
78.8
Jill Anderson
5
62.2
0.4
62.6
Total
828.1
14.7
842.8
714.4
29.1
743.5
1.
Reasonable expenses incurred by any non-executive director will be reimbursed by the company, but they have no other contractual
entitlement to benefits. For non-executive directors certain expenses relating to the performance of a non-executive director’s duties
in carrying out activities, such as travel to and from company meetings, are classified as taxable benefits by HMRC. In line with current
regulations these taxable benefits have been disclosed and are shown in the taxable benefits column in the table above. The figures
shown include the cost of the expenses grossed up for tax and national insurance.
2.
Pursuant to the relationship agreement dated 22 June 2015 between the company and Mediclinic Jersey Limited, under which
Mediclinic Jersey Limited is entitled to nominate for appointment to the board one non-executive director, and Dr Ronnie van der
Merwe was appointed to the board on 24 May 2018. As a non-executive director nominated by the principal shareholder, the fees for
Dr Ronnie van der Merwe are paid to a subsidiary company within the Mediclinic Group Limited group.
3.
Professor Dame Janet Husband stepped down from the board at the company’s annual general meeting on 14 May 2025.
4.
Sir David Sloman joined as a non-independent non-executive director on 6 March 2025.
5.
Jill Anderson joined as an independent non-executive director on 6 March 2025.
6.
Debbie White chaired the Audit and Risk Committee on an interim basis receiving an interim fee in 2025 on a pro-rata basis backdated
to 2 September 2024, the backdated fees in respect of 2024 are reflected in 2025 fee.
Non-executive directors
The level of non-executive chair and non-executive directors’ fees as at 1 January 2026 are as follows:
–
Non-executive chair: £251,204
–
Senior independent director: £87,750
–
Vice chair: £108,360
–
Base fee for non-executive directors: £61,920
–
Committee chair fees (audit and risk, remuneration, and clinical governance and safety committees):
£20,640
Spire Healthcare Group plc
Annual Report and Accounts 2025
108
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration
continued
NED fees were not increased during 2024. In 2025, the board undertook a comprehensive review of NED fees.
This review considered evolving time commitments, responsibilities, and comparison to market practice.
Increases were phased over 2025 with a c2.8% increase to the chair and NED base fees applied in March 2025,
relating to 2024, and a 3.2% increase (aligned to the wider workforce salary increase) applied in December
2025 at the same time as the majority of permanent employees. The additional fees for chairing a committee
were also increased during the year, reflecting the increased time commitments and responsibilities of these
roles, as well as a recognition that they were previously below market. Going forwards a review of chair and
NED fees will take place at the same time as the wider workforce so that any increases can be considered in
the context of the approach for the wider workforce.
Statement of directors’ shareholding and share interests (audited)
The table below sets out the directors’ shareholdings in the company. As noted above, executive directors are
expected to build up and maintain a holding equivalent to twice their base salary. In addition, executive
directors are required to retain this level of shareholding (or actual relevant holding on departure, if lower), for
two years after stepping down from the board. There is no requirement for non-executive directors to hold
shares in the company.
Shareholding
Guidelines
As at
31 December 2025
As at
31 December 2024
Proportion of
shareholding
guideline achieved
1
Non-executive chair
Sir Ian Cheshire
8,846
8,846
Executive directors
Justin Ash
1,300,459
848,740
238.0%
Harbant Samra
2
55,077
34,884
13.6%
Non-executive directors
Jill Anderson
–
n/a
Paula Bobbett
–
–
Natalie Ceeney
–
–
Jenny Kay
4,911
4,911
Professor Cliff Shearman
–
–
Sir David Sloman
–
n/a
Dr Ronnie van der Merwe
–
–
Debbie White
26,316
3
–
1.
Calculated based upon the closing share price on 31 December 2025 of £1.67. Unvested Deferred Share Bonus Plan (DSBP) shares and
vested LTIP awards subject to a holding period are only considered on a net of tax basis for the purpose of the guidelines.
2.
Harbant Samra was appointed to the board during 2024 and is making progress towards meeting the guideline.
3.
Shares are held by a person closely associated with Debbie White.
There have been no changes to directors’ shareholdings between 31 December 2025 and the date this report
is signed off.
The table below sets out the directors’ interests in shares of the company that remain unvested or have
vested but are unexercised as at 31 December 2025. Unvested awards are structured as nil-cost options.
Shares
Unvested and
subject to
performance
conditions
1
Unvested and not
subject to
performance
conditions
2
Vested and not
subject to
performance
conditions
3
Non-executive chair
Sir Ian Cheshire
–
–
–
Executive directors
Justin Ash
1,843,409
335,155
877,769
Harbant Samra
917,719
24,730
–
Non-executive directors
Jill Anderson
–
–
–
Paula Bobbett
–
–
–
Natalie Ceeney
–
–
–
Jenny Kay
–
–
–
Professor Cliff Shearman
–
–
–
Sir David Sloman
–
–
–
Dr Ronnie van der Merwe
–
–
–
Debbie White
–
–
–
1. Consists of grants under the LTIP that have been awarded but remain subject to performance conditions.
2. Consists of grants under the DSBP that have been awarded but remain unvested.
3. Consists of grants under the LTIP that have vested and currently subject to a two-year holding period.
Spire Healthcare Group plc
Annual Report and Accounts 2025
109
Annual report on remuneration
continued
Letters of appointment
Non-executive director
Date of appointment
Notice period
Date of expiry
Jill Anderson
6 March 2025
two months
2027 annual general meeting (AGM)
Paula Bobbett
1 November 2022
two months
2028 AGM
Natalie Ceeney
1 May 2023
two months
2028 AGM
Sir Ian Cheshire
4 March 2021
12 months
2026 AGM
Jenny Kay
1 June 2019
two months
2028 AGM
Professor Cliff Shearman
1 October 2020
two months
2026 AGM
Sir David Sloman
6 March 2025
two months
2027 AGM
Dr Ronnie van der Merwe
1
24 May 2018
n/a
2027 AGM
Debbie White
1 February 2023
three months
2028 AGM
1. Pursuant to the relationship agreement dated 22 June 2015 between the company and Mediclinic Jersey Limited, under which
Mediclinic Jersey Limited is entitled to nominate for appointment to the board one non-executive director, Dr Ronnie van der Merwe
was appointed to the board on 24 May 2018. Dr Ronnie van der Merwe is considered a non-independent non-executive director.
Service contracts
After appointment, executive directors put themselves up for re-election at each annual general meeting.
Executive directors are employed under ongoing service contracts with the group. These contracts do not
have a fixed term of appointment. Copies of their service contracts are available to shareholders for
inspection at the company’s registered office.
Payments for loss of office and payments to past directors
There were no payments for loss of office or payments to past directors in the year that have not been
previously disclosed.
Performance graph
The graph below illustrates Spire Healthcare Group’s TSR performance against the FTSE 250 (excluding
investment trusts) since 31 December 2015. As the company is a constituent of the FTSE 250 index, the
remuneration committee considers this an appropriate peer group.
0
50
100
150
200
31 Dec 15
31 Dec 16
31 Dec 17
31 Dec 18
31 Dec 19
31 Dec 20
31 Dec 21
31 Dec 22
31 Dec 23
31 Dec 24
31 Dec 25
Spire Healthcare Group plc
FTSE
250 (excluding investment trusts)
Source: ThomsonReuters Datastream
Spire Healthcare Group plc
Annual Report and Accounts 2025
110
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration
continued
The table below shows the total remuneration paid for the chief executive officer role.
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Chief executive’s single figure remuneration (£000s)
320.5
128.2
732.4
1,010.1
1,251.7
2,129.3
2,860.0
2,725.8
1,660.7
1,072.6
Annual bonus payout (% of maximum)
0%
0%
0%
30%
35%
48.4%
53.0%
75.4%
36.1%
0%
LTIP vesting (% of maximum)
n/a
n/a
n/a
n/a
18.9%
53.75%
73.33%
82.19%
60.82%
28.46%
Annual change in remuneration
In line with the requirements in The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the annual percentage change in remuneration (based on
salary or fees, benefits and annual bonus). Given the small number of people employed by the Spire Healthcare Group plc entity, data for all employees of the group has been included.
2025
2024
2023
2022
2021
Salary/fee
FY25 vs FY24
Benefits
FY25 vs FY24
Annual Bonus
FY25 vs FY24
3
Salary/fee
FY24 vs FY23
Benefits
FY24 vs FY23
Annual Bonus
FY24 vs FY23
Salary/fee
FY23 vs FY22
Benefits
FY23 vs FY22
Annual Bonus
FY23 vs FY22
Salary/fee
FY22 vs FY21
Benefits
FY22 vs FY21
Annual Bonus
FY22 vs FY21
Salary/fee
FY21 vs FY20
Benefits
FY21 vs FY20
Annual Bonus
FY21 vs FY20
Chair
Sir Ian Cheshire
1
2.7%
(51.4)%
–
3.0%
75.0%
–
0%
122.2%
–
0%
100%
–
–
–
–
Executive directors
Justin Ash
2.1%
5.3%
–
0.9%
1.6%
(52)%
2.0%
79.6%
46.6%
1.0%
45.1%
9.5%
1.0%
2.9%
40.4%
Harbant Samra
2
4.7%
1.9%
–
–
–
–
–
–
–
–
–
–
–
–
–
Non-executive directors
Paula Bobbett
2.7%
(56.3)%
–
3.0%
100.0%
–
0%
–
–
0%
–
–
–
–
–
Natalie Ceeney
11.7%
(16.7)%
–
55.2%
350.0%
–
0%
–
–
–
–
–
–
–
–
Dame Janet Husband
(62.8)%
(47.2)%
–
7.7%
(43.3)%
–
34.3%
127.5%
–
1.7%
137.9%
–
0%
(60.3)%
–
Jenny Kay
2.7%
(80.0)%
–
3.0%
66.7%
–
1.98%
100.0%
–
1.1%
–
–
0%
–
–
Professor Cliff Shearman
2.7%
10.5%
–
3.0%
(5.0)%
–
2.0%
53.85%
–
1.1%
100.0%
–
–
–
–
Dr Ronnie van der Merwe
17.0%
–
–
0%
–
–
0%
–
–
0%
–
–
0%
–
–
Debbie White
13.0%
(72.3)%
–
26.7%
433.3%
–
0%
–
–
–
–
–
–
–
–
Jill Anderson
–
–
–
Sir David Sloman
–
–
–
Average employee
3.1%
6.3%
–
6.8%
1.8%
(45.9)%
4.7%
5.1%
60.0%
4.4%
11.8%
(1.4)%
2.3%
11.2%
4.4%
1.
Sir Ian Cheshire was appointed chair-designate on 4 March 2021. To provide a meaningful comparison of percentage increase his fee received as chair for 2022 has been considered on a full-time equivalent basis.
2.
Harbant Samra joined the board on 9 May 2024. To provide a meaningful comparison of percentage increase base salary and benefits for 2024 as chief financial officer have been considered on a full-time equivalent basis.
3.
There are no figures in the 2025 annual bonus column as there was no bonus payable in respect of 2025.
Spire Healthcare Group plc
Annual Report and Accounts 2025
111
Annual report on remuneration
continued
Relative importance of spend on pay
£(m)
2025
2024
% change
Total remuneration
605.2
571.7
5.9%
Distributions to shareholders
9.2
8.5
8.2%
Chief Executive Officer pay ratio for 2025
The table below shows the ratio of the total remuneration of the chief executive officer to that of the lower
quartile, median and upper quartile employees and bank workers in 2025, consistent with the regulations.
Year
Method
P25 (LQ)
P50 (Median)
P75 (UQ)
2019
A
Pay Ratio
50:1
35:1
25:1
2020
A
Pay Ratio
61:1
45:1
31:1
2021
A
Pay Ratio
92:1
66:1
42:1
2022
A
Pay Ratio
122:1
89:1
62:1
2023
A
Pay Ratio
107:1
81:1
55:1
2024
A
Pay Ratio
68:1
52:1
37:1
2025
A
Pay Ratio
37:1
28:1
20:1
Spire has compared the total remuneration of the chief executive officer to UK employees for the 12 months
ending 31 December 2025 on a full-time equivalent basis. The company has determined the P25, P50 and P75
individuals with reference to a ranking of total remuneration.
The company’s principles for pay setting and progression in our wider workforce are the same as for our
executives, which form a total reward proposition which is competitive to attract and retain the highest
quality of talent in a difficult market, while providing opportunities for development and career progression.
The median pay ratio reported is consistent with the wider policies in place at Spire. All employees are eligible
for pay increases, recognition awards, participation in Sharesave, and career and development opportunities.
The pay for the chief executive officer is, by design, intended to have a larger proportion linked to
performance-based variable pay, and therefore the pay ratio would be expected to vary year-on-year and be
higher in years when the business performs well. The chief executive officer’s pay ratio was lower in 2025 due
to lower variable pay. There is no discernible trend between the period from 2019 to 2025.
Notes to the calculation
–
The 2025, total remuneration for the colleagues identified at P25, P50 and P75 was as follows: £28,836,
£38,232, £53,089
–
The 2025, base salary for the colleagues identified at P25, P50 and P75 was as follows: £24,831, £35,093,
£44,117
–
Under option A, the ratios are based on the full-time equivalent total remuneration, which includes base
salary, incentive payments, taxable benefits and pension benefits for the financial year from 1 January to
31 December 2025
–
Option A is selected as it is considered to provide the most transparent approach to calculation
–
Acorn and Physiolistic are excluded from the calculation as they were acquired part way through 2025
–
The reference colleagues at the 25th, 50th and 75th percentile have been determined by reference to the
last day of the financial year, 31 December 2025
–
In accordance with the regulations, employees and bank workers have been included, while non-executive
directors, contractors and medical consultants have not been included
–
A total of 15,443 employees and bank workers were included in the calculation of the chief executive
officer pay ratio. Colleagues on reduced pay due to long-term sickness absence, maternity leave or with
zero pay in 2025 were excluded from the calculation
–
Pay for each colleague is calculated in accordance with the single figure of remuneration. All components
of remuneration are presented on a full-time equivalent basis by dividing sums by the number of hours for
the portion of the year worked, and subsequently multiplying by the relevant annual full-time hours
–
Bank workers do not participate in the annual bonus plan, LTIP and do not have any taxable benefits
–
A significant portion of the chief executive officer’s pay is variable. The pay ratio is, therefore, significantly
impacted by the outcomes of variable pay plans
Spire Healthcare Group plc
Annual Report and Accounts 2025
112
Governance report
Overview
Strategic report
Financial statements
Other information
Annual report on remuneration
continued
Advice provided to the remuneration committee
Deloitte are the independent external advisors to the remuneration committee. In 2025, the remuneration
committee undertook a desktop benchmarking exercise, following which the remuneration committee
decided to continue with Deloitte to provide the committee with independent external advice. During the
year, Deloitte LLP provided external advice to the remuneration committee and its total fees were £112,250
(2024: £94,000). During 2025, Deloitte LLP also provided other consulting services to the group.
Deloitte has voluntarily signed up to the remuneration consultants’ code of conduct in relation to executive
remuneration consulting during the year. The remuneration committee is comfortable that the Deloitte LLP
engagement partner and team that provides remuneration advice to the remuneration committee do not
have connections with the company or any of its directors that may impair their independence.
The non-executive chair, chief executive officer, chief financial officer, group people director, group general
council and company secretary attended committee meetings by invitation to provide the remuneration
committee with additional context. No individual participates in decisions regarding their own remuneration.
Statement of voting at the 2025 annual general meeting
The following table sets out the voting in respect of the resolutions to approve the 2024 directors’
remuneration report put to shareholders at the company’s annual general meeting held on 14 May 2025:
Resolution at 2025 AGM
Votes for
% of vote
Votes against
% of vote
Votes withheld
Approve the 2024 Directors’
Remuneration Report
361,836,789
99.67
1,182,817
0.33
600,188
Resolution at 2024 AGM
Votes for
% of vote
Votes against
% of vote
Votes withheld
Approve the 2024 Directors’
Remuneration Policy
358,607,641
98.64
4,942,028
1.36
5,787
This report on directors’ remuneration will be put to an advisory vote at the annual general meeting on 14
May 2026. The directors confirm that this report has been prepared in accordance with the relevant
regulations. The report was approved at a meeting of the directors held on 4 March 2026.
Natalie Ceeney
Chair, Remuneration Committee
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
113
Directors’ report
The directors submit their annual report together with the audited
financial statements of Spire Healthcare Group plc (the ‘company’)
together with its subsidiaries (the ‘group’) for the year ended 31
December 2025.
Certain disclosure requirements for inclusion in this directors’ report
have been incorporated by cross reference to the strategic report on
pages 10 to 79 and the directors’ remuneration report on pages 106 to
113, and should be read in conjunction with this report. The following,
included in the strategic report, also form part of this report:
–
Greenhouse gas emissions, which is under sustainability from page
32, engagement with stakeholders from page 45 and TCFD reporting
from page 67
–
Employees, which is under strategy from page 29, sustainability
from page 32 and engaging with stakeholders from page 45
–
The corporate governance report on pages 81 to 90
–
Our strategy on pages 10 to 44
A description of the group’s exposure to and management of risks is
provided under risks management and internal control from page 55.
Information regarding the company’s gender pay gap reporting is on
page 30, charitable donations on page 43 and engaging with
stakeholders from page 45.
Registered office
The company’s registered office and principal place of business is 3
Dorset Rise, London EC4Y 8EN.
Annual general meeting
The annual general meeting of the company will be held at 11.00am
on 14 May 2026. Full details of shareholder attendance at the meeting
will be provided in the notice of 2026 annual general meeting and on
the company’s website at www.investors.spirehealthcare.com.
At the annual general meeting, resolutions will be proposed to receive
the 2025 annual report and financial statements, approve the directors’
remuneration report, approve a final dividend, re-elect directors,
reappoint Ernst & Young LLP as auditor and authorise the directors to
determine the auditor’s remuneration. Shareholders will also be asked
to authorise the directors to hold general meetings at 14 clear days’
notice (where this flexibility is merited by the business of the meeting
and is thought to be in the interests of shareholders as a whole).
Further items of business to be proposed at the annual general
meeting are described throughout this directors’ report.
Dividends
The directors recommend the payment of a final dividend in respect of
the year ended 31 December 2025 of 1.5 pence per ordinary share (2024:
2.3 pence per ordinary share). Subject to shareholders approving the
recommendation at the annual general meeting, the final dividend will
be paid on 19 June 2026 to shareholders on the register as at 22 May
2026.
Board of directors
The following changes were made to the board of directors between
1 January 2025 and signing of this report:
–
Jill Anderson was appointed as non-executive director in March 2025;
–
Sir David Sloman was appointed as non-executive director in March
2025; and
–
Dame Janet Husband stepped down from the board in May 2025.
As a result of Sir David’s appointment with AXA UK and Ireland, the
company does not consider him to be independent.
Under the Code, all directors should be subject to annual re-election by
shareholders. Accordingly, all members of the board will retire and seek
re-election at this year’s annual general meeting. Biographies of the
directors are on pages 82 and 83.
Further information on the contractual arrangements of the executive
directors is on page 110. The non-executive directors do not have service
agreements.
Powers of the directors
The business of the company is managed by the directors who may
exercise all the powers of the company, subject to any relevant
legislation, any directions given by the company by passing a special
resolution and to the company’s articles of association. The articles, for
example, contain specific provisions concerning the company’s power to
borrow money and issue shares.
Appointment and removal of directors
Rules relating to the appointment and removal of the directors are
contained within the company’s articles of association.
Director’s indemnities
The directors of the company have the benefit of a third-party indemnity
provision, as defined by section 236 of the Companies Act 2006 and the
company’s articles of association. In addition, directors and officers of
the group are covered by directors’ and officers’ liability insurance.
Amendment of articles of association
The company may only make amendments to the articles of
association of the company by way of special resolution of the
shareholders, in accordance with the Companies Act 2006.
Employees
The group is an equal opportunities employer and is committed to
creating an environment which will attract, retain and motivate its
people, by creating a working environment in which individuals are
able to make best use of their skills, free from discrimination or
harassment, and in which all decisions are based on merit.
The group employs people who consider themselves to have a
disability (a physical or mental impairment which has a substantial and
long-term adverse effect on their ability to carry out normal day-to-day
activities). Employees who consider themselves to have a disability are
under no obligation to inform their employer of this, however, we are
fully aware of, and comply with, our obligations in accordance with the
relevant provisions of the Equality Act 2010. The group gives full and
fair consideration to applications for employment from disabled
persons. Should an employee become disabled during their
employment, every effort is made to enable them to continue their
service with the group.
The company is committed to workforce engagement throughout the
business. Colleagues are kept well informed of the clinical and financial
performance of the facility that they work in as well as the group more
widely. Examples of colleague involvement and engagement are
highlighted throughout this annual report. When appropriate,
consultations with employee and union representatives take place.
Further information on our colleagues is under strategy from page 29
and engagement with stakeholders from page 45.
Statement regarding fostering relationships with suppliers,
customers and others
Explanation of how the directors have fostered the company’s business
relationships with suppliers, customers, employees and others, and
taken each group into account in their decision-making is under
engagement with stakeholders from page 45.
Spire Healthcare Group plc
Annual Report and Accounts 2025
114
Governance report
Overview
Strategic report
Financial statements
Other information
Directors’ report
continued
Political donations and expenditure
The group made no political donations during the year. Although the
company does not make, and does not intend to make, donations to
political parties, within the normal meaning of that expression, the
definition of political donations under the Companies Act 2006 is very
broad and includes expenses legitimately incurred as part of the
process of talking to members of parliament and opinion formers to
ensure that the issues and concerns of the group are considered and
addressed. These activities are not intended to support any political
party and the group’s policy is not to make any donations for political
purposes in the normally accepted sense.
A resolution will therefore be proposed at the annual general meeting
seeking shareholder approval for the directors to be given authority to
make donations and incur expenditure which might otherwise be
caught by the terms of the Companies Act 2006. The authority sought
will be limited to a maximum amount of £100,000.
Share capital
As at the date of this report, Spire Healthcare Group plc had an issued
share capital of 402,759,599 ordinary shares of 1 pence each, being the
total number of shares with voting rights.
Equiniti Trust (Jersey) Limited, as trustee of the company’s Employee
Benefit Trust, held 2,161,819 ordinary shares of 1 pence each as at the
date of this report.
The rights attaching to the shares are set out in the company’s articles
of association. There are no restrictions on the transfer of ordinary
shares in the capital of the company other than those which may be
imposed by law from time-to-time. There are no special control rights
in relation to the company’s shares and the company is not aware of
any agreements between holders of securities that may result in
restrictions on the transfer of securities or on voting rights. In
accordance with the Disclosure Guidance and Transparency Rules,
certain employees are required to seek approval prior to dealing in the
company’s shares. The company’s entire issued share capital is listed
for unconditional trading on the London Stock Exchange’s main market
for listed securities.
The company has made no purchases of its own shares during the year,
and no shares were acquired by forfeiture or surrender or made subject
to a lien or charge. Further information relating to the company’s
issued share capital can be found in Note 22 on page 148.
Details of the shares purchased by the company’s Employee Benefit
Trust are shown in Note 22 on page 148.
Allot shares and pre-emption rights
Shareholders will be asked to renew both the general authority of the
directors to issue shares and to authorise the directors to issue shares
without applying the statutory pre-emption rights. In this regard, the
company will continue to adhere to the provisions in the Pre-Emption
Group’s Statement of Principles.
Further details on these matters can be found in the notice of 2026
annual general meeting.
Voting rights
In a general meeting of the company, on a show of hands, every member
who is present in person or by proxy and entitled to vote shall have one
vote. On a poll, every member who is present in person or by proxy shall
have one vote for every share of which they are the holder.
Restrictions on voting
Unless the directors otherwise determine, a shareholder shall not be
entitled to vote either personally or by proxy:
–
If any call or other sum presently payable to the company in respect of
that share remains unpaid or
–
Having been duly served with a notice to provide the company with
information under Section 793 of the Companies Act 2006, and has
failed to do so within 14 days, for so long as the default continues
Directors’ interests in shares
The interests of the directors and their connected persons in the shares
of the company are disclosed within the directors’ remuneration report
on page 109.
During the year, no director had any material interest in any contract of
significance to the group’s business.
Employee share scheme participation
The company operates an all-employee Sharesave scheme which has
been well received by colleagues. This is an important part of the
company’s total reward package and encourages and supports employee
share ownership.
Material interests in shares
As of 4 March 2026, the company has been notified by the following
investors of their interests in 3% or more of the company’s issued share
capital. These interests were notified to the company pursuant to
Disclosure Guidance and Transparency Rule 5:
Shareholder
% disclosed*
Mediclinic International Limited
29.9
Toscafund Asset Management
18.07
Bridgemere Securities Limited
5.57
FIL Limited
4.91
Harwood Capital LLP
4.07
*
Percentage of the company’s issued share capital as at the date of notification.
Significant agreements
The following agreements are considered to be significant in terms of
their potential impact on the business of the group as a whole and
could alter or terminate on a change of control of the group:
–
The group’s bank facility agreement contains provisions entitling the
counterparties to exercise termination or other rights in the event of
a change of control
–
There are a number of contracts which allow the counterparties to
alter or terminate those arrangements in the event of a change of
control. These arrangements are commercially sensitive and
confidential, and their disclosure could be seriously prejudicial to the
group
–
The group is party to shareholder arrangements relating to a
partially owned subsidiary which contain customary provisions that
may take effect, alter or terminate upon a change of control. These
include transfer restrictions, pre-emption rights and options relating
to the shareholder venture interests. The board considers these
provisions to be consistent with market practice and not unusual for
arrangements of this type
–
The company’s share incentive plans contain provisions relating to a
change of control and full details of these plans are provided in the
directors’ remuneration report on pages 106 to 113. Outstanding
options and awards would normally vest and become exercisable on
a change of control, subject to the satisfaction of performance
conditions, if applicable, at that time
Spire Healthcare Group plc
Annual Report and Accounts 2025
115
Directors’ report
continued
The relationship agreement entered into with Mediclinic Jersey Limited
(formerly called Remgro Jersey Limited), a subsidiary of Mediclinic
Group Limited, in June 2015 is deemed a material agreement between
the company and its principal shareholder. The agreement does not
include a change of control provision but does terminate upon the
earlier of the company’s ordinary shares ceasing to be listed and traded
on the London Stock Exchange’s main market for listed securities and
the principal shareholder ceasing to be entitled, in aggregate, to
exercise or to control the exercise of 15% or more of the votes to be
cast on all or substantially all matters of a general meeting of the
company.
Compensation for loss of office
There are no agreements between the group and its directors or
employees providing for compensation for loss of office or
employment that occurs as a result of a change of control.
Disclosures required under UK listing rule 6.6.1R
The table below is included to meet the requirements of UK Listing
Rule section 6.6.1R. The information required to be disclosed by that
section, where applicable to the company, can be found at the
references set out below.
Information required
Location in Annual Report 2025
Long-term incentive schemes
Directors’ Remuneration
Report pages 106 to 113
Equity securities allotted for cash
Note 22 on page 148
Parent and subsidiary undertakings
Note 17 on page 145
Subsisting significant agreements
Page 115
Controlling shareholder relationship
Page 116
Financial risk
The group’s disclosure regarding financial risk is in Note 33 on page 155
of the financial statements.
Events after the reporting period
There have been no other events to disclose after the reporting date.
Going concern
The group assessed going concern risk for the period through to 30 June
2027. As at 31 December 2025, the group had cash of £34.7 million and
borrowings of £365 million of which £325 million is a Senior Loan Facility
(SFA) and £40 million drawn Revolving Credit Facility (RCF). The group has
access to a further £60m which remains undrawn under the RCF. On 24
November 2025, the group successfully extended the term of the bank
facility (both SFA and RCF) by 18 months to August 2028. The financial
covenants associated with the bank facility remain materially unchanged
and no modifications have been made other than to extend the term.
The group has undertaken extensive activity to identify plausible risks
that may arise and to assess the mitigating actions available, which in
the first instance would include constrained levels of discretionary
capital investment. Based on the current assessment of the likelihood of
these risks arising by 30 June 2027, together with their assessment of the
planned controllable mitigating actions being successful, the directors
have concluded it is appropriate to prepare the accounts on a going
concern basis. In arriving at their conclusion, the directors have also
noted that, were these risks to arise in combination, it could result in a
liquidity constraint or, more sensitively, a breach of financial covenants.
However, the risk of this is considered remote based on available
controllable mitigating factors.
The group has also assessed, as part of its reverse stress testing, the degree
of downturn in trading it could sustain before it breaches its financial
covenants. This stress testing was based on flexing revenue downwards
from the group’s current forecast with a consistent percentage decline in
variable costs and fixed costs. The base case forecast assumes a
continuation of current trading performance, which is broadly in line
with expectations, and assumes modest revenue growth over the going
concern period, stable gross margins, and continued cost control. The
downside scenarios model a range of stress events, including a decline in
revenue and inflationary pressures on operating costs. These scenarios
were selected to reflect plausible but severe macroeconomic and
sector-specific risks. The testing allows for the benefit of mitigating
actions that could be taken by management to preserve cash. This testing
suggested that there would have to be at least a 25% fall in annual
forecast revenue before the group breaches its financial covenant, we
believe that the risk of an event giving rise to this size of reduction in
revenue is remote based on current trading performance and outlook.
It should be noted that we remain in a period of material geopolitical
and macroeconomic uncertainty. The directors continue to closely
monitor these risks and their plausible impact.
On 19 September 2025, the Board commenced a formal strategic
review to maximise shareholder value (the Strategic Review). On 24
January 2026, the Company announced, as part of the Strategic Review,
that it was in discussion with parties (the Discussions) pursuant to Rule
2.4 of the UK Takeover Code. The deadline by which the parties must
announce their intentions has been extended to 21 March 2026. There
can be no certainty that a firm intention to make an offer will be made
nor the terms on which any offer might be made (Rule 2.7 of the UK
Takeover Code). There can be no certainty as to the outcome or the
timing of the Strategic Review and given the early stages and
uncertainties of the Discussions, the Directors have undertaken
appropriate analysis to understand the impact of the potential
implications of the Discussions. As such, the going concern assessment
does not assume the successful completion of any outcome arising
from the Strategic Review.
Taking account of the above factors, the Board concluded that it
remained appropriate to adopt the going concern basis of accounting
in preparing the consolidated financial statements and the parent
company financial statements. The Board has a reasonable expectation
that the Company and the Group will each continue to operate as a
going concern for the period to 30 June 2027.
Disclosure of information to auditor
Having made enquiries of fellow directors and of the company’s
auditor, each of the directors confirms that:
–
To the best of their knowledge and belief, there is no relevant audit
information of which the company’s auditor is unaware
–
They have taken all the steps a director might reasonably be
expected to have taken to be aware of relevant audit information
and to establish that the company’s auditor is aware of that
information
Reappointment of auditor
Resolutions for the reappointment of Ernst & Young LLP as the auditor
of the company and to authorise the directors to determine its
remuneration will be proposed at the annual general meeting. Ernst &
Young LLP has expressed its willingness to be reappointed.
The directors’ report has been approved by the board and is signed on
its behalf by:
Mantraraj Budhdev
Company Secretary
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
116
Governance report
Overview
Strategic report
Financial statements
Other information
Statement of directors’ responsibilities
The directors are responsible for preparing the annual report and the
group’s financial statements in accordance with applicable United
Kingdom 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 group and parent company financial statements in
accordance with UK adopted International Accounting Standards
(‘UK-adopted IFRS’) as issued by the International Accounting Standards
Board (‘IASB’) and in accordance with the Companies Act 2006. Under
company law the directors must not approve the group’s financial
statements unless they are satisfied that they give a true and fair view
of the state of affairs of the group and the company and of the profit
or loss of the group and the company for that period.
In preparing these financial statements the directors are required to:
–
Select suitable accounting policies in accordance with IAS 8
accounting policies, changes in accounting estimates and errors and
then apply them consistently
–
Make judgements and accounting estimates that are reasonable and
prudent
–
Present information in a manner that provides relevant, reliable,
comparable and understandable information
–
Provide additional disclosures when compliance with the specific
requirements in IFRSs is insufficient to enable users to understand
the impact of particular transactions, other events and conditions on
the group and company financial position and financial performance
–
In respect of the group financial statements, state whether
UK-adopted International Accounting Standards have been followed,
subject to any material departures disclosed and explained in the
financial statements
–
In respect of the parent company financial statements, state
whether UK-adopted International Accounting Standards have been
followed, subject to any material departures disclosed and explained
in the financial statements
–
Prepare the financial statements on the going concern basis unless
it is appropriate to presume that the company and/or the group will
not continue in business
The directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the company’s and group’s
transactions and disclose with reasonable accuracy at any time the
financial position of the company and the group and enable them to
ensure that the company and the group financial statements comply
with the Companies Act 2006. They are also responsible for safeguarding
the assets of the group and parent company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
Under applicable law and regulations, the directors are also responsible
for preparing a strategic report, directors’ report, directors’ remuneration
report and corporate governance statement that comply with that law
and those regulations. The directors are responsible for the maintenance
and integrity of the corporate and financial information included on the
company’s website.
Each of the directors confirms that, to the best of their knowledge:
–
The consolidated financial statements, prepared in accordance with
UK-adopted International Accounting Standards give a true and fair
view of the assets, liabilities, financial position and profit of the parent
company and undertakings included in the consolidation taken as a
whole
–
The annual report, including the strategic report, includes a fair review
of the development and performance of the business and the position
of the company and undertakings included in the consolidation taken
as a whole, together with a description of the principal risks and
uncertainties that they face
–
They consider the annual report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the company’s position, performance, business
model and strategy
By order of the board.
Justin Ash
Chief Executive Officer
4 March 2026
Harbant Samra
Chief Financial Officer
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
117
Independent auditor’s report
Opinion
In our opinion:
–
Spire Healthcare Group plc’s group financial statements and parent company financial statements (the
“financial statements”) give a true and fair view of the state of the group’s and of the parent company’s
affairs as at 31 December 2025 and of the group’s profit for the year then ended;
–
the group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
–
the parent company financial statements have been properly prepared in accordance with UK adopted
international accounting standards as applied in accordance with section 408 of the Companies Act 2006;
and
–
the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements of Spire Healthcare Group plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2025 which comprise:
Group
Parent company
Consolidated balance sheet as at 31 December 2025
Balance sheet as at 31 December 2025
Consolidated income statement for the year
then ended
Statement of changes in equity for the year then ended
Consolidated statement of comprehensive income
for the year then ended
Statement of cash flows for the year then ended
Consolidated statement of changes in equity
for the year then ended
Related notes C1 to C13 to the financial statements,
including: material accounting policy information
Consolidated statement of cash flows for the year
then ended
Related notes 1 to 36 to the financial statements,
including: material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted
international accounting standards and as regards the parent company financial statements, as applied in
accordance with section 408 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 believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent 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 as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent
company and we remain independent of the group and the parent company in conducting the audit.
Spire Healthcare Group plc
Annual Report and Accounts 2025
118
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report
continued
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. Our evaluation of the directors’
assessment of the group and parent company’s ability to continue to adopt the going concern basis of
accounting included:
–
The audit engagement partner and senior team members directed and supervised the audit procedures on
going concern, assessing the going concern models, assumptions therein and the result of stress testing
scenarios.
–
In conjunction with our walkthrough of the group’s financial close process, we confirmed our understanding
of management’s going concern assessment process and engaged with management early to ensure all key
factors were considered in its assessment.
–
In obtaining an understanding of management’s rationale for the use of the going concern basis of
accounting we have challenged the completeness of the assessment by ensuring that management had
considered all principal risks as well as emerging issues within the assessment.
Managements’ assessment and assumptions
–
We obtained management’s board approved forecast cash flows and covenant calculations covering the
period of assessment from the financial statement approval date to 30 June 2027. We checked the models
for arithmetical accuracy and considered the group’s historical forecasting accuracy.
–
We evaluated the appropriateness of the duration of the going concern assessment period to 30 June
2027 and considered the existence of any significant events or conditions beyond this period based on our
enquiries of management, the group’s five-year plan and knowledge arising from other areas of the audit.
–
We assessed the reasonableness of the cashflow forecast by analysis of management’s historical
forecasting accuracy and understanding how any anticipated impact of inflation on consumer spending,
shortage in healthcare professionals and the impact on NHS referrals due to current budgetary
constraints have been modelled.
–
We evaluated the relevance and reliability of the underlying data used to make the assessment through
considering corroborating evidence from external sources. We read analyst reports to identify potentially
contradictory evidence on future profitability to challenge the going concern assessment. We ensured
that climate change considerations were factored into future cash flows.
Debt covenants
–
We obtained all the group’s borrowing facility agreements and performed a detailed examination of these
agreements. We assessed their continued availability to the group throughout the going concern period
and ensured the completeness of covenants identified by management.
–
We assessed the accuracy of management’s covenant forecast model on the base case, verifying inputs to
the board approved forecasts and facility agreement terms.
–
We obtained the signed extension to the Senior Loan Facility dated 24 November 2025 and understood
the terms, including maturity and amendment fee and the impact on covenant and liquidity compliance
in the going concern period.
–
We evaluated the compliance of the group with debt covenants in the forecast period by reperforming
calculations of the covenant tests. We further assessed the impact of the downside risk scenarios on
covenant compliance and applied sensitivity analysis.
Stress testing and evaluation of management’s plans for future actions
–
We performed an independent reverse stress test to understand what it would take to breach available
liquidity and exhaust covenant headroom.
–
We considered management’s plausible downside risk scenarios of the group’s cash flow forecast models
and their impact on forecast liquidity and banking covenants, specifically whether the downside risks
were reasonably possible. We considered the adverse effects that could arise from these risks individually
and also selected risks in combination.
–
We considered the likelihood of management’s ability to execute feasible mitigating actions available to
respond to the downside risk scenarios based on our understanding of the group and the sector, including
considering whether those mitigating actions were controllable by management.
In relation to the Strategic review (in each case, noting that there can be no certainty that a firm intention to
make an offer pursuant to Rule 2.7 of the UK Takeover Code will be made, nor as to the terms on which any
offer might be made):-
–
We obtained an update from management and the Audit and Risk Committee including the sequencing
of events in the event of any Takeover Code Rule 2.7 announcement by a potential offeror.
–
We corroborated the update provided by management with Spire’s external advisor.
–
We read the group’s borrowing facility agreements to assess the impact of any potential transaction on
the facility and to understand the process to be followed in the event of any potential transaction.
Disclosures
–
We considered whether management’s disclosures within the Annual Report and Accounts sufficiently
and appropriately capture the impacts of the group’s principal risks on the going concern assessment,
impact of the strategic review and thorough consideration of relevant disclosure standards.
Our key observations were:
–
The directors’ assessment forecasts that the group will remain compliant with its debt covenants and
maintain sufficient liquidity throughout the going concern assessment period.
–
Stress testing performed indicated a 25% downturn in revenue, after taking into consideration controllable
mitigating actions, is required for the group to breach its debt covenants. Management considers such a
scenario is not plausible, however, in such an event management considers that the controllable mitigating
actions would include management of working capital and constrained levels of capital investment. The
group’s principal source of funding extends beyond the going concern period to August 2028. No loan
repayments are due in the going concern period. The Board has considered the impact of the strategic
review and concluded that the Group is a going concern.
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 group and parent company’s
ability to continue as a going concern for a period to 30 June 2027.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report. However, because not all future events or conditions can be predicted, this
statement is not a guarantee as to the group’s ability to continue as a going concern.
Spire Healthcare Group plc
Annual Report and Accounts 2025
119
Independent auditor’s report
continued
We then considered whether the remaining group significant account balances not yet subject to audit
procedures, in aggregate, could give rise to a risk of material misstatement of the group financial statements.
We selected no further components of the group to include in our audit scope to address these risks.
Of the seventeen components within the scope of audit, we designed and performed audit procedures
on the entire financial information of two components (‘full scope component’). For fifteen components,
we designed and performed audit procedures on specific significant financial statement account balances
or disclosures of the financial information of the component (‘specific scope components’).
Our scoping to address the risk of material misstatement for each key audit matter is set out in the key audit
matters section of our report.
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact the group. The group has
determined that the most significant future impacts from climate change on its operations will be from severe
and extreme weather patterns, potential changes to laws and regulations, fluctuation in energy prices, and
reputational risk if the group is perceived to be lagging in its environmental commitments. These are explained
on pages 67 to 72 in the required Task Force for Climate related Financial Disclosures and on page 60 in the
principal risks and uncertainties. They have also explained their climate commitments within the sustainability
report on pages 32 to 38. All of these disclosures form part of the ‘Other information’, rather than the audited
financial statements. Our procedures on these unaudited disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial statements, or our knowledge obtained in the
course of the audit or otherwise appear to be materially misstated, in line with our responsibilities on ‘Other
information’.
In planning and performing our audit we assessed the potential impacts of climate change on the group’s
business and any consequential material impact on its financial statements.
As explained in the group’s accounting policies and basis of preparation, the board has not identified any
climate related risks or opportunities that would have a material impact on the assets or liabilities of the group.
In notes 2, 14 and 15 to the financial statements, significant judgements and estimates relating to climate
change have been described on the impairment assessment of property, plant and equipment and intangible
assets in addition to financial assets and liabilities.
Our audit effort in considering climate change was focused on evaluating management’s assessment of the
impact of climate risk. Additionally, we also assessed the costs of energy being appropriately reflected in the
assessment of the carrying value of assets, impairment of assets, reduction of economic useful lives of tangible
and intangible assets and associated disclosures where values are determined through modelling future cash
flows, being the impairment tests of tangible and intangible assets and related disclosures.
We also challenged the directors’ considerations of climate change risks in their assessment of going concern
and viability and associated disclosures.
Based on our work, we have not identified the impact of climate change on the financial statements to be a
key audit matter or to impact a key audit matter.
Overview of our audit approach
Audit scope
–
We performed an audit of the complete financial information of two components and
audit procedures on specific balances for a further fifteen components. We performed
central procedures on financial statement line items as detailed in the “Tailoring the
scope” section below.
Key audit matters
–
Risk of impairment to intangible and tangible assets
–
Manipulation of NHS revenue through unauthorised changes made to the pricing
master file
–
Misstatement due to management posting fraudulent manual journal entries to
revenue
Materiality
–
Overall group materiality of £6.2m which represents 2.5% of Earnings Before Interest,
Tax, Depreciation and Amortisation (‘EBITDA’), adjusted for £7.4m in relation to specific
adjusting items.
An overview of the scope of the parent company and group audits
Tailoring the scope
We have followed a risk-based approach when developing our audit approach to obtain sufficient appropriate
audit evidence on which to base our audit opinion. We performed risk assessment procedures to identify and
assess risks of material misstatement of the group financial statements and identified significant accounts and
disclosures. When identifying components at which audit work needed to be performed to respond to the
identified risks of material misstatement of the group financial statements, we considered our understanding
of the group and its business environment, the potential impact of climate change, the applicable financial
framework, the group’s system of internal control at the entity level, the existence of centralised processes,
applications and any relevant internal audit results.
We determined that centralised audit procedures would be performed on goodwill, right-of-use assets, lease
liabilities, financial asset, investment in subsidiaries, intercompany balances and transactions, cash and cash
equivalents, revenue, taxation, borrowings and equity.
We then identified two components as individually relevant to the group due to materiality or financial size of
the component relative to the group. These were the largest trading entity within the hospitals segment of the
group and the head office corporate entity. We then identified an additional fifteen components as
individually relevant to the group based on the materiality of specific accounts relative to the group or due to
the presence of significant events and conditions underlying the identified risks of material misstatement of
the group’s financial statements. These comprised the remainder of the group’s key trading entities across the
primary care segment and hospitals segment.
For those individually relevant components, we identified the significant accounts where audit work needed to
be performed at these components by applying professional judgement, having considered the group
significant accounts on which centralised procedures will be performed, the reasons for identifying the
financial reporting component as an individually relevant component and the size of the component’s account
balance relative to the group significant financial statement account balance.
Spire Healthcare Group plc
Annual Report and Accounts 2025
120
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report
continued
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations communicated to the audit committee
Risk of impairment to intangible and tangible assets
Refer to the Audit Committee Report (page 101); Accounting
policies (page 133); and Note 14 and 15 of the Consolidated
Financial Statements (pages 142 & 143)
At 31 December 2025 the carrying value of intangible
and tangible assets was £1,692.1m (2024: £1,663.4m)
including hospital properties’ right of use assets of £666.1m
(2024: £642.2m) and goodwill of £419.7m (2024: £411.6m).
The UK economic environment continues to be challenged by
factors including high wage inflation levels, higher interest rates
and supply chain disruptions, specifically in the healthcare
industry where capacity constraints are being faced, combined
with continued pressure on higher wages and budgetary
constraints in the NHS.
No impairment has been recognised (2024: £0m).
We performed the following procedures:
–
We gained an understanding of the process management has in place for impairment assessments through a walkthrough.
–
We validated that the methodology of the impairment exercise is consistent with the requirements of IAS 36 Impairment of Assets,
including appropriate identification of cash generating units for value in use calculations, by assessing the methodology against the
requirements of IAS 36.
–
We confirmed the mathematical accuracy of the models.
–
We obtained management’s forecasts underlying the impairment assessment incorporating the continued impact from the
macro-economic environment and climate related matters. We agreed them to forecasts approved by the Board.
–
We compared the forecasts to external sources such as industry analyst reports to assess the reasonableness of the assumptions
applied as well as to identify any contrary evidence to assist the audit team in determining the impact of this contrary evidence.
–
We challenged management’s historical accuracy of forecasting through comparing the budgets to actual results from 2021 to 2025
to determine whether forecast cash flows were reliable based on past experiences.
–
We performed sensitivity analysis by testing key assumptions in the model to recalculate a range of potential outcomes in relation
to the size of the headroom between the carrying value and the value in use. The sensitivities performed were based on the key
assumptions underpinning managements’ assessment.
–
We have checked that the reasonable possible change assumptions applied by management are reasonable, complete and have been
correctly calculated and disclosed.
In addition, we worked with our EY internal valuation specialists to:
–
Independently calculate the discount rate and compare this to the discount rate applied in the models by management. We sensitised
management’s calculation to use the discount rate independently calculated.
–
We assessed the inputs applied by management for reasonableness by benchmarking them against peer companies and recent
transactions.
Disclosures
We evaluated the disclosures in the financial statements against the requirements of IAS 36 Impairment of Assets, in particular in,
respect of the requirement to disclose sensitivities where a reasonably possible change in key assumptions could cause an impairment.
We performed full scope centralised audit procedures over this risk area.
We concluded that the discount rate used by management
was at the lower end of the appropriate range determined
by EY internal valuation specialists. In addition, we concluded
that key assumptions in relation to EBITDA growth, capital
maintenance expenditure, discount rates and long-term growth
rates applied to the terminal values were reasonable.
We highlighted that for the third CGU a reasonably possible
change of a reduction of 10.1% in the EBITDA growth rate would
result in impairment of £1.9m. In addition, for the second CGU, a
reasonably possible change of an increase of 1.1% in the discount
rate would result in impairment of £0.1m.
We have not identified any reasonably possible changes in
key assumptions that could lead to impairment charges to
intangible assets.
We concluded that appropriate disclosures have been made in
the financial statements as required.
Spire Healthcare Group plc
Annual Report and Accounts 2025
121
Independent auditor’s report
continued
Risk
Our response to the risk
Key observations communicated to the audit committee
Revenue recognition: Manipulation of NHS revenue through
unauthorised changes made to the pricing master file
Refer to the Audit Committee Report (page 101); Accounting
policies (page 131); and Note 4 of the Consolidated Financial
Statements (page 138)
NHS revenue associated with this risk 2025: £386.7m (2024:
£367.5m)
The high volume of patient transactions, for which pricing is
derived from the NHS national tariff, leads to a higher likelihood
of material misstatement through intentional changes to
individual procedural pricing on the pricing master file.
We consider the pressure to achieve forecast results or
targets increases the risk of financial reporting manipulation
by management.
We have performed the following procedures to gain assurance over NHS pricing:
–
We used data analytics to assess the accuracy of all the FY25 NHS billing data to publicly available NHS national tariff base prices,
adjusted for geographical pricing.
–
For any material portion of the revenue population for which we were unable to agree the price billed to NHS national tariff base
prices, e.g. where the price was agreed locally for a specific procedure, we have agreed a sample of this billing data to appropriate
audit evidence. Specifically, we have agreed a sample of this billing data to the underlying signed agreement or, in instances where no
current contract or correspondence was available, we traced the settlement of the invoice directly to cash.
–
We used data analytics, covering all NHS revenue transactions in the year, to test the correlation between revenue, accrued revenue,
accounts receivable and cash.
–
We investigated whether there were any pricing disputes with the NHS during the year through discussions with legal counsel, review
of minutes and the central concerns register.
–
We obtained a summary of aged NHS receivables and verified that the ageing is appropriate by testing a sample across the different
ageing categories. We performed a search for any large or unusually long outstanding receivables that are outside expected credit
terms which may indicate that pricing disagreements exist.
–
Whilst we have not relied on any of the work performed by internal audit, we reviewed the results from their individual site audits
completed during FY25, to understand if there were any revenue findings specific to NHS pricing which required further enquiry or
corroboration.
We performed full scope audit procedures over this risk area which covered 100% of NHS revenue impacted by the risk identified.
We did not identify any material errors in the pricing master file,
nor evidence of management manipulation of revenue through
changes to the pricing master file.
We did not identify any indicators of pricing disputes with
the NHS.
Based on our audit procedures performed, we concluded that
revenue for the year is appropriately recognised and free from
material misstatement.
Misstatement due to management posting fraudulent manual
journal entries to revenue
Refer to the Audit Committee Report (page 101); Accounting
policies (page 131); and Note 4 of the Consolidated Financial
Statements (page 138))
Our assessment is that the majority of the revenue transactions
are non-complex, with no judgement applied over the amount
recorded.
We consider there is a potential for management override to
achieve revenue targets via topside manual journal entries
posted to revenue.
We have performed the following procedures to gain assurance manual journal entries to revenue:
–
We performed a walkthrough of the financial statement close process and obtained an understanding of the journal entry process,
including the journal entry process for the consolidation, and adjusting journals which are posted directly to the financial statements.
–
We performed journal testing by focusing on specific criteria designed to identify journals through which we believe management
could post fraudulent manual entries.
Using our data analytics tool, we have understood revenue trends through the use of analytics as follows:
–
Analysis of double-entry postings to the related accounts and how these accounts are aligned with our understanding of the revenue
process, activity and source.
–
To test the correlation between revenue, accrued revenue, accounts receivable and cash.
–
Identifying revenue trends which do not correlate with our expectation and investigating and corroborating these uncorrelated
trends.
We performed full scope and specific scope audit procedures over this risk area which covered of 100% revenue impacted by the
risk identified.
Based on our audit procedures we concluded that revenue,
and adjustments to revenue, are appropriately recognised
and recorded.
Spire Healthcare Group plc
Annual Report and Accounts 2025
122
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report
continued
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users of the financial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be £6.2 million (2024: £6.5 million), which is 2.5% of EBITDA
adjusted for £7.4m in relation to specific adjusting items (2024: 2.6% of EBITDA). We believe that EBITDA
provides us with the most important metric to understand the financial performance of the business.
We determined materiality for the Parent Company to be £13.7 million (2024: £13.0 million), which is 1%
(2024: 1%) of Equity.
Starting basis
–
EBITDA: £240.7 million
Materiality
–
Total EBITDA: £248.1 million
–
Materiality of £6.2 million (2.5% materiality basis)
Adjustments
–
Non-recurring costs of £7.4m have been recognised in respect of the
ongoing strategic review.
During the course of our audit, we reassessed initial materiality in line with actual EBITDA to reflect the
reported performance of the Group for the year.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to
an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the group’s overall control environment,
our judgement was that performance materiality was 50% (2024: 50%) of our planning materiality, namely
£3.1 million (2024: £3.2 million). We have set performance materiality at this percentage due to our assessment
of the control environment and the history of audit adjustments identified.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial
statement accounts is undertaken based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and risk of the component to the group as
a whole and our assessment of the risk of misstatement at that component. In the current year, the range
of performance materiality allocated to components was £0.6 million to £2.8 million (2024: £0.7 million to £3.0
million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences
in excess of £0.3 million (2024: £0.3 million), which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed
above and in light of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1 to 117 and
pages 164 to 169, including the strategic report and governance 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 this 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 the 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, the part of the directors’ remuneration report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the 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.
Spire Healthcare Group plc
Annual Report and Accounts 2025
123
Independent auditor’s report
continued
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent 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 by the parent company, or returns adequate for our audit
have not been received from branches not visited by us; or
–
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited
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
Corporate governance statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the group and company’s compliance with the provisions of
the UK Corporate Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the Corporate Governance Statement is materially consistent with the financial statements or our knowledge
obtained during the audit:
–
Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting
and any material uncertainties identified set out on page 116;
–
Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers
and why the period is appropriate set out on page 116;
–
Directors’ statement on whether it has a reasonable expectation that the group will be able to continue
in operation and meets its liabilities set out on page 116;
–
Directors’ statement on fair, balanced and understandable set out on page 117;
–
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out
on page 55;
–
The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on page 57; and
–
The section describing the work of the audit committee set out on page 98.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page
[117]
, 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 group and parent
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 group or the
parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
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.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of
not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud
is detailed below.
Spire Healthcare Group plc
Annual Report and Accounts 2025
124
Governance report
Overview
Strategic report
Financial statements
Other information
Independent auditor’s report
continued
However, the primary responsibility for the prevention and detection of fraud rests with both those charged
with governance of the company and management.
–
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and
determined that the most significant are the Companies Act 2006, 2024 UK Corporate Governance Code, the
relevant tax compliance regulations in the UK and those administered by the Care Quality Commission in
England and the equivalent organisation in Scotland and Wales. In addition, we concluded that there are
certain significant laws and regulations which may have an effect on the determination of the amounts and
disclosures in the financial statements being the Listing Rules of the London Stock Exchange, the UK Bribery
Act 2010 and regulation relating to employment law and data protection.
–
We understood how Spire Healthcare Group plc is complying with those frameworks by making enquiries
of management, internal audit, those responsible for legal and compliance procedures and the company
secretary. We corroborated our enquiries through our review of board minutes, papers provided to the Audit
and Risk Committees and correspondence received from regulatory bodies.
–
We assessed the susceptibility of the group’s financial statements to material misstatement, including how
fraud might occur by meeting with management within various parts of the business to understand where
they considered there was susceptibility to fraud. We also considered performance targets and their
influence on efforts made by management to manage earnings or influence the perceptions of analysts.
We considered the programmes and controls that the Group has established to address the risk identified, or
that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes
and controls. Where this risk was considered to be higher, we performed audit procedures to address each
identified fraud risk. We have involved internal specialists as required in assessing compliance with relevant
laws and regulations.
–
Based on this understanding we designed our audit procedures to identify non-compliance with such laws
and regulations. Our procedures involved review of board minutes to identify non-compliance with such
laws and regulations; reviewing external specialist reports, review of reporting to the Audit and Risk
Committee on compliance with regulations; enquiries with legal counsel, group management and internal
audit and testing of manual journals.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Other matters we are required to address
–
Following the recommendation from the audit committee, we were appointed by the company on 14 May
2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial
periods.
–
The period of total uninterrupted engagement since the company’s admission to the London Stock Exchange
in 2014 is 11 years, covering the years ending 31 December 2014 to 31 December 2025.
–
The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, 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 members
those matters we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed.
Kate Allen
Senior statutory auditor
for and on behalf of Ernst & Young LLP, Statutory Auditor
Reading
4 March 2026
Spire Healthcare Group plc
Annual Report and Accounts 2025
125
Consolidated income statement
For the year ended 31 December 2025
2025
2024
(£m)
Note
Total before
Adjusting
items
Adjusting
items (Note
11)
Total
Total before
Adjusting
items
Adjusting
items (Note
11)
Total
Revenue
4
Cost of sales
(863.7 )
(863.7 )
(827.6 )
(827.6 )
Gross profit
Other operating costs
8
(569.0 )
(27.9 )
(596.9 )
(542.3 )
(16.4 )
(558.7 )
Other income
6
Operating profit (EBIT)
8
(27.9 )
(11.9 )
Finance income
10
Finance cost
10
(105.0 )
(105.0 )
(99.9 )
(99.9 )
Profit before taxation
(27.9 )
(11.9 )
Taxation
12
(7.4 )
(1.4 )
(14.1 )
(12.3 )
Profit for the year
(21.9 )
(10.1 )
Profit for the year attributable to
owners of the parent
(21.9 )
(10.1 )
Profit for the year attributable to
non-controlling interests
Earnings per share (in pence per
share)
– basic
13
(5.5 )
(2.5 )
– diluted
13
(5.4 )
(2.4 )
The notes on pages
[xxx]
-
[xxx]
form an integral part of these financial statements.
Consolidated statement of comprehensive income
For the year ended 31 December 2025
(£m)
Note
2025
2024
Profit for the year
Items that may be reclassified to profit or loss in subsequent periods
Loss on cash flow hedges
22
(2.9 )
(1.5 )
Taxation on cash flow hedges
Other comprehensive loss for the year
(2.0 )
(1.2 )
Total comprehensive profit for the year, net of tax
Attributable to:
Equity holders of the parent
Non-controlling interests
The notes on pages
[xxx]
-
[xxx]
form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2025
126
Governance report
Overview
Strategic report
Financial statements
Other information
Consolidated statement of changes in equity
For the year ended 31 December 2025
(£m)
Note
Share capital
Share premium
Capital
reserves
Capital
redemption
reserve
EBT share
reserve
Hedging
reserve
Retained loss
Equity
attributable to
owners of the
parent
Non-
controlling
interests
Total equity
As at 1 January 2024
(0.7 )
(472.8 )
(2.1 )
Profit for the year
Other comprehensive loss for the year
(1.2 )
(1.2 )
(1.2 )
Total comprehensive profit for the year
(1.2 )
Dividends paid to equity holders of the parent
28
(8.5 )
(8.5 )
(8.5 )
Dividends paid to non-controlling interests
28
(0.7 )
(0.7 )
Share–based payments
29
Deferred tax adjustment on share-based payments reserve
Settlement of tax obligation on vested equity settled share awards
29
(5.4 )
(5.4 )
(5.4 )
Purchase of own shares by EBT
(3.1 )
(3.1 )
(3.1 )
Utilisation of EBT shares for share awards
(2.9 )
Purchase of ordinary shares for cancellation
(3.1 )
(3.1 )
(3.1 )
As at 1 January 2025
(0.9 )
(462.9 )
(2.2 )
Profit for the year
Other comprehensive loss for the year
(2.0 )
(2.0 )
(2.0 )
Total comprehensive loss for the year
(2.0 )
Dividends paid to equity holders of the parent
28
(9.2 )
(9.2 )
(9.2 )
Dividends paid to non-controlling interests
28
(0.5 )
(0.5 )
Share–based payments
29
Deferred tax adjustment on share-based payments reserve
(0.1 )
(0.1 )
(0.1 )
Settlement of tax obligation on vested equity settled share awards
29
(3.0 )
(3.0 )
(3.0 )
Purchase of own shares by EBT
(8.7 )
(8.7 )
(8.7 )
Utilisation of EBT shares for share awards
(3.2 )
Additional interest acquired of non-controlling interests
17
(2.8 )
(2.8 )
As at 31 December 2025
(4.2 )
(463.2 )
The notes on pages
[xxx]
-
[xxx]
form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2025
127
(£m)
Note
2025
2024
ASSETS
Non-current assets
Property, plant and equipment
14
Intangible assets
15
Other receivables
23
Derivatives
23
Financial assets
16
Current assets
Financial assets
16
Inventories
18
Trade and other receivables
19
Derivatives
23
Cash and cash equivalents
20
Non-current assets held for sale
21
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
22
Share premium
22
Capital reserves
22
Capital redemption reserve
22
EBT share reserves
22
(4.2 )
(0.9 )
Hedging reserve
Retained loss
(463.2 )
(462.9 )
Equity attributable to owners of the parent
Non-controlling interests
17
(2.2 )
Total equity
Non-current liabilities
Bank borrowings
23
Lease liabilities
23
Derivatives
23
Deferred tax liabilities
25
Current liabilities
Bank borrowings
23
Lease liabilities
23
Provisions
26
Trade and other payables
27
Financial liabilities
24
Income tax payable
Total liabilities
Total equity and liabilities
4 March 2026 and signed on its behalf by:
Justin Ash
Harbant Samra
Chief Executive Officer
The notes on pages
[xxx]
-
[xxx]
form an integral part of these financial statements.
Consolidated balance sheet
As at 31 December 2025
Spire Healthcare Group plc
Annual Report and Accounts 2025
128
Governance report
Overview
Strategic report
Financial statements
Other information
Consolidated statement of cash flows
For the year ended 31 December 2025
(£m)
Notes
2025
2024
Cash generated from operations
30
Tax paid
(0.2 )
(0.1 )
Net cash from operating activities
Cash flows from investing activities
Receipt from financial asset
Acquisition of a subsidiary, net of cash acquired
(7.7 )
Purchase of property, plant and equipment
(76.3 )
(109.3 )
Purchase of intangible assets
(2.2 )
(2.8 )
Interest on finance lease receivables
Proceeds on disposal of property, plant and equipment
Interest received on bank deposits
Net cash used in investing activities
(84.2 )
(99.0 )
Cash flows from financing activities
Interest paid and other financing costs
(23.9 )
(22.0 )
Interest on lease liabilities
(81.1 )
(76.1 )
Payment of lease liabilities
(35.1 )
(26.2 )
Draw down on revolving credit facility
Repayment on revolving credit facility
(55.0 )
(5.0 )
Proceeds from issue of shares by EBT
Purchase of own shares by EBT
(8.7 )
(3.1 )
Purchase of non-controlling interests
(5.2 )
Settlement of tax obligation on vested equity settled share awards
29
(3.0 )
(5.4 )
Dividends paid to equity holders of the parent
(9.2 )
(8.5 )
Dividends paid to non-controlling interests
(0.5 )
(0.7 )
Purchase of ordinary shares for cancellation
(3.1 )
Net cash used in financing activities
(164.5 )
(145.1 )
Net decrease in cash and cash equivalents
(6.5 )
(8.4 )
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
20
Adjusting items (Note 11)
Adjusting items paid included in the cash flow
(19.7 )
(10.4 )
Total pre-tax adjusting items
11
(27.9 )
(11.9 )
The notes on pages
[xxx]
-
[xxx]
form an integral part of these financial statements.
Spire Healthcare Group plc
Annual Report and Accounts 2025
129
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
130
Annual Report and Accounts 2025
Notes to financial statements
For the year ended 31 December 2025
The financial statements for the year ended 31 December 2025 were authorised for issue by the board of
directors of the company on
[xx]
March 2026.
The company is a public limited company , which is listed on the London Stock Exchange, incorporated,
registered and domiciled in England and Wales
The material accounting policies applied in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements of the group have been prepared in accordance with UK-adopted
International Accounting Standards (UK-adopted IFRS) as issued by the International Accounting Standards
Board (IASB) and in accordance with the Companies Act 2006.
The consolidated financial statements have been prepared on a historical cost basis except for derivative
financial instruments and financial assets and liabilities measured at fair value. The group financial statements
are presented in UK sterling and all values are rounded to the nearest million pounds (£m), except when
otherwise indicated.
The preparation of financial statements in accordance with UK-adopted IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
group’s accounting policies. Further details on the group’s critical judgements and estimates are included
in Note 3.
The group has considered the future potential environmental impact on its current and future financial
The group assessed going concern risk for the period through to 30 June 2027. As at 31 December 2025, the
group had cash of £34.7 million and borrowings of £365 million of which £325 million is a Senior Loan Facility
(SFA) and £40 million drawn Revolving Credit Facility (RCF). The group has access to a further £60m which
remains undrawn under the RCF. On 24 November 2025, the group successfully extended the term of the bank
facility (both SFA and RCF) by 18 months to August 2028. The financial covenants associated with the bank
facility remain materially unchanged and no modifications have been made other than to extend the term.
The group has undertaken extensive activity to identify plausible risks that may arise and to assess the
mitigating actions available, which in the first instance would include constrained levels of discretionary capital
investment. Based on the current assessment of the likelihood of these risks arising by 30 June 2027, together
with their assessment of the planned controllable mitigating actions being successful, the directors have
concluded it is appropriate to prepare the accounts on a going concern basis. In arriving at their conclusion, the
directors have also noted that, were these risks to arise in combination, it could result in a liquidity constraint
or, more sensitively, a breach of financial covenants. However, the risk of this is considered remote based on
available controllable mitigating factors.
The group has also assessed, as part of its reverse stress testing, the degree of downturn in trading it could
sustain before it breaches its financial covenants. This stress testing was based on flexing revenue downwards
from the group’s current forecast with a consistent percentage decline in variable costs and fixed costs. The
base case forecast assumes a continuation of current trading performance, which is broadly in line with
expectations, and assumes modest revenue growth over the going concern period, stable gross margins, and
continued cost control. The downside scenarios model a range of stress events, including a decline in revenue
and inflationary pressures on operating costs. These scenarios were selected to reflect plausible but severe
macroeconomic and sector-specific risks. The testing allows for the benefit of mitigating actions that could be
taken by management to preserve cash. This testing suggested that there would have to be at least a 25% fall
in annual forecast revenue before the group breaches its financial covenant, we believe that the risk of an event
giving rise to this size of reduction in revenue is remote based on current trading performance and outlook.
It should be noted that we remain in a period of material geopolitical and macroeconomic uncertainty. The
directors continue to closely monitor these risks and their plausible impact.
On 19 September 2025, the Board commenced a formal strategic review to maximise shareholder value (the
Strategic Review). On 24 January 2026, the Company announced, as part of the Strategic Review, that it was in
discussion with parties (the Discussions) pursuant to Rule 2.4 of the UK Takeover Code. The deadline by which
the parties must announce their intentions has been extended to 21 March 2026. There can be no certainty
that a firm intention to make an offer will be made nor the terms on which any offer might be made (Rule 2.7
of the UK Takeover Code). There can be no certainty as to the outcome or the timing of the Strategic Review
and given the early stages and uncertainties of the Discussions, the Directors have undertaken appropriate
analysis to understand the impact of the potential implications of the Discussions. As such, the going concern
assessment does not assume the successful completion of any outcome arising from the Strategic Review.
Taking account of the above factors, the Board concluded that it remained appropriate to adopt the going
concern basis of accounting in preparing the consolidated financial statements and the parent company
financial statements. The Board has a reasonable expectation that the Company and the Group will each
continue to operate as a going concern for the period to 30 June 2027.
Further detail on both macroeconomic-related risk is provided in the risk management and internal control
section from
[page XX]
.
Other specific scenarios covered by our testing were as follows:
–
The group is subject to temporary suspension of trade, with a temporary adverse impact on revenue, for
example, as a result of a successful cyber-attack on key business systems
–
The downside modelling of a number of risks which result in a decline in earnings, including the loss of a
contractual relationship with a key insurer
–
Significant change in government policy resulting in consultants going on payroll
–
Short-term disruption to trade at a sub-set of hospitals owing to an extreme weather event
This review included the following key assumptions:
–
No change in capital structure given the group refinanced its existing senior finance facility and revolving
credit facility in November 2025, and
–
The government will not make significant changes to its existing policy towards utilising private provision of
Spire Healthcare Group plc
131
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
The group derives its revenue primarily from providing private healthcare services to both the public sector and
private patients in the UK. Revenue from charges to patients is recognised when the treatment is provided.
Revenue recognition – principal versus agent
The Group assesses whether it acts as principal or agent in arrangements involving third-party delivery partners.
Under IFRS 15, the Group is a principal when it controls the specified services before they are transferred to the
customer. The Group is an agent when it does not control those services, but instead arranges for another
party to provide them. Revenue is recognised gross when acting as principal and net when acting as agent.
Judgement is required in determining whether the Group controls the specified services. Indicators include:
–
whether the third-party provider, rather than the Group, is primarily responsible for delivering the services
–
whether the third party bears delivery, performance, or financial risk
–
whether consideration received by the Group is largely passed through to the delivery partner
–
whether the Group has limited discretion in directing or substituting the service provider
Where third-party providers deliver defined portions of services, carry direct performance or financial
exposure, and the Group retains only a coordination or administrative role, the Group concludes it is an agent
for those portions. The Group reassesses this judgement if contractual terms or the nature of the Group’s
involvement change.
The criteria for revenue recognition are as follows: identify the contract with the customer, identify the
performance obligation, determine the transaction price, allocate the transaction price to the performance
obligations, and satisfying the performance obligation. It applies to all contracts with customers, except those
in the scope of other standards.
Revenue is recorded as services are transferred to the patient, with the consideration based on the total
amount the group expects to receive, taking account of discounts where they are quantifiable and probable.
Approximately 65% of the group’s revenue is derived from inpatient and day case admissions. Revenue is
recognised day-by-day, as services are provided to patients. These services are typically provided over a short
time frame, that is, one to three days. Outpatient cases and other revenue represent approximately 35% of the
group’s revenue. Outpatient cases generally do not involve surgical procedures and revenue is recognised on an
individual component basis when performance obligations are satisfied. Similarly, other revenue, which
includes consultant revenue, and other third-party revenue streams, is recognised when performance
continued obligations are satisfied and the control of goods or services is transferred. Outpatient revenue for
the primary care business includes rehabilitation, counselling and physiotherapy revenue. Revenue is either
recognised over the period to which it relates or where there are multi-year contracts, the revenue is spread
over the term of the contract. The majority of outpatient revenue received is under multi-year contracts with
the NHS.
The group reports disaggregated revenue by material revenue stream (ie type of payor: PMI, NHS and self-pay)
and other revenue which includes consultant revenue, third-party revenue streams (eg pathology services).
Material revenue streams are consistent in nature, being the consideration received in return for the provision
of healthcare services to patients. The timing and uncertainty of cash flows is similar for PMI and NHS business
while self-pay revenue is received in advance or collected by credit card shortly after treatment. In addition,
where possible and meaningful, Spire Healthcare reports revenue split between inpatient/day case, outpatient
and other. As noted above, in all cases, revenue is recognised as performance obligations are completed in the
form of services being provided to patients. Unbilled revenue is accrued at period ends. Invoices for the
Cost of sales principally comprises salaries of clinical staff, consultant and clinical fees, medical services and
Other operating costs mainly comprise non-clinical staff costs, rent associated with short or low-value leases,
the depreciation of property, plant and equipment and right-of-use assets and the maintenance and running
costs of properties and equipment. It also includes administrative expenses, including the provision of central
Other income
Other income comprises fair value movements on the financial asset, a profit share arrangement with Genesis
Care, and recovery of insurance claims.
Operating profit
Operating profit is the profit arising from the normal, recurring operations of the business and after charging
adjusting items, as defined below. Operating profit is adjusted to exclude adjusting items to calculate the key
performance indicator (KPI) ‘operating profit before adjusting items (adjusted EBIT).
Adjusting items
Adjusting items are those items which the directors believe, by virtue of their nature, size or incidence, either
individually or in aggregate, should be disclosed separately to allow a full understanding and comparison of the
underlying performance of the group. Examples of items which may be considered this way in nature include
significant write-downs of goodwill and other assets, restructuring costs relating to strategic review,
impairments, hospital closures and set-up costs, business acquisition costs, medical malpractice provisions,
aborted project costs and compliance set-up costs.
Total income tax on the result for the year comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items recognised directly in equity and other
comprehensive income.
The group has applied the mandatory temporary exemption in IAS 12 Income Taxes to recognising and
disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.
Current tax is the expected tax payable on the taxable result for the year, using tax rates enacted, or
substantively enacted, at the balance sheet date, and any adjustments to tax payable in respect
of previous years.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
132
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
Taxation, including deferred taxation
continued
Where there is an uncertain tax position, a provision is recognised when it is not probable that the tax
authority will accept the uncertain tax position, based on either the most likely amount where the range of
results is binary, or as a weighted average of possible outcomes where a range of outcomes is possible.
Deferred tax is provided on all temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes, except for:
–
Goodwill not deductible for tax purposes
–
The initial recognition of an asset or liability in a transaction that is not a business combination and which, at
the time of the transaction, affects neither the accounting profit nor the taxable profit or loss and does not
give rise to equal taxable and deductible temporary differences
–
Investments in subsidiary companies where the timing of the reversal of the temporary difference
is controlled by the group and it is probable that the temporary difference will not reverse in the
foreseeable future
It should be noted that the initial recognition exception does not apply to the majority of the group’s freehold
property portfolio as these were acquired through the Bupa and Classics acquisitions in 2007 and 2008, which
were accounted for as a business combination.
The amount of deferred tax recognised is based on the expected manner of realisation or settlement of the
carrying amounts of assets and liabilities, using tax rates enacted, or substantively enacted, at the balance
sheet date. The group offsets deferred tax assets and deferred tax liabilities if, and only if, it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and
deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable
entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
In assessing the recoverability of deferred tax assets, the group relies on the same forecast assumptions used
elsewhere in the financial statements and in other management reports, which, among other things, reflect
the potential impact of climate-related development on the business, such as increased costs as a result of
measures to reduce carbon emission.
A deferred tax asset, subject to the offsetting above, is only recognised to the extent that it is probable that
Property, plant and equipment is stated at cost less accumulated depreciation. Major projects are treated as
assets in the course of construction until completed when they are transferred to the appropriate asset class.
depreciated so as to write off the carrying amounts of the assets, less their estimated residual values, over their
expected useful lives, as follows:
Freehold property and improvements |
– |
5 to 60 years |
Leasehold improvements |
– |
lower of unexpired lease term or expected life, with a maximum of |
35 years |
||
Equipment |
– |
3 to 10 years |
The expected useful lives and residual values of property, plant and equipment are reviewed semi-annually and
revised as appropriate. The review of the asset lives and residual values of properties takes into consideration
the plans of the business and levels of expenditure incurred on an ongoing basis to maintain the properties in a
fit and proper state for their ongoing use as hospitals. In addition, the potential impact of future climate
change is considered. In the case of major facilities opening in new locations, depreciation may be applied to
only those assets available for use at the official opening date to reflect that the site is not always fully
The results of all subsidiary undertakings are included in the consolidated financial statements. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated financial statements from the date the group gains control until the date the group ceases to
control the subsidiary.
Control is achieved when the group is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the group
controls an investee if, and only if, the group has:
–
Power over the investee (ie existing rights that give it the current ability to direct the relevant activities of the
investee)
–
Exposure, or rights, to variable returns from its involvement with the investee
–
The ability to use its power over the investee to affect its returns
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured
as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of
any non-controlling interests in the acquiree. For each business combination, the group elects whether to
measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the
acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in other
operating costs.
The group determines that it has acquired a business when the acquired set of activities and assets include an
input and a substantive process that together significantly contribute to the ability to create outputs. The
acquired process is considered substantive if it is critical to the ability to continue producing outputs, and the
inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform
that process or it significantly contributes to the ability to continue producing outputs and is considered
unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue
producing outputs.
When the group acquires a business, it assesses the financial assets and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic circumstances and
Spire Healthcare Group plc
133
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
Goodwill represents the excess of the cost of acquisition (being the fair value of consideration transferred) over
the fair value of the assets, liabilities and contingent liabilities of acquired businesses at the date of acquisition.
Goodwill is stated at cost less accumulated impairment losses.
Goodwill is allocated to one cash-generating unit or a group of cash-generating units and is not amortised but
is tested annually for impairment, or more frequently if there is an indication that the value of the goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at
cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition
date where it is probable that the expected future economic benefits that are attributable to the asset will
flow to the entity and the fair value of the asset can be measured reliably; the intangible asset is separable or
arises from contractual or other legal rights.
As at 31 December 2025 the intangible assets, other than goodwill are assessed to have finite lives.
Amortisation is recognised so as to write off the cost or carrying amounts of the assets, less their estimated
residual values, over their expected useful lives, as follows:
Customer contracts |
– |
5 to 15 years |
Software |
– |
5 years |
Mobilisation costs |
– |
in line with relevant customer contract length which is typically |
between 5 to 10 years |
The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the
amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The
amortisation expense on intangible assets with finite lives is recognised in the statement of profit or loss in the
expense category that is consistent with the function of the intangible assets.
Mobilisation costs
Mobilisation costs within intangible assets relate to set-up costs when a new NHS contract is won. These costs
are incurred for the benefit of running the contract over its entire term and are classified as intangible assets as
these costs are incremental costs of obtaining the contract as determined under IFRS 15. The group’s policy is
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on
demand and form an integral part of the group’s cash management are included as a component of cash and
cash equivalents for the purpose only of the statement of cash flows. There are no bank overdrafts in either
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Initial recognition and measurement
Financial assets are classified as financial assets at fair value through profit or loss, amortised cost or fair value
through other comprehensive income (OCI).
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the group’s business model for managing them. With the exception of trade receivables
that do not contain a significant financing component or for which the group has applied the practical
expedient, the group initially measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant
financing component or for which the group has applied the practical expedient are measured at the
transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs
to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount
outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or both.
The company’s financial assets include cash and short-term deposits, trade and other receivables, unbilled
receivables and receivables from profit share arrangements. Unbilled receivables may include contract assets
where the performance obligation has been met, but the invoice not raised due to agreement with the customer
being required in respect of the variable consideration. Unbilled receivables can also include amounts where the
performance obligation has been met, but the invoice not yet raised due to the timing of the reporting period.
Subsequent measurement
Trade receivables and unbilled receivables are accounted for at amortised cost. The group applies the IFRS 9
simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all
trade receivables. At each reporting period, the group makes an assessment of the asset’s recoverable amount
based on forward-looking information. Losses arising from impairment are recognised in the consolidated
income statement in other operating costs.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. On initial recognition, loans and receivables are measured at fair value plus directly
attributable transaction costs. Subsequently, such assets are measured at amortised cost, using the effective
interest rate (EIR) method, less any allowance for impairment.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included in interest receivable in the consolidated
income statement.
Receivables relating to profit share arrangements are recognised as fair value through profit and loss. At each
reporting period, the assets are revalued, with any movement in fair value being recognised in the consolidated
income statement. Any cash received from profit share arrangements is presented within cash flows from
investing activities within the cash flow statement.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
134
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
i) Financial assets other than derivatives
continued
Financial Instruments
continued
A financial asset is derecognised when the rights to receive cash flows from the asset have expired, or the
group has transferred its rights to receive cash flows from the asset including transferring substantially all the
The group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the group expects to receive, discounted at an
approximation of the original effective interest rate. The expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
For trade receivables (including unbilled receivables), contract assets and lease receivables, the group applies a
simplified approach in calculating ECLs. Therefore, the group does not track changes in credit risk, but instead
recognises a loss allowance based on lifetime ECLs at each reporting date. The group has established a
provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors
specific to the receivables and the economic environment. To measure the expected credit losses, trade
receivables have been grouped based on shared characteristics and the days past due. The group has
concluded that the expected loss rates for trade receivables, are a reasonable approximation of the loss rates
for each ageing bucket based on historical debt trends of our portfolio of customers for the last two reporting
periods, with the exception of patient debt. Patient debt is more susceptible to the economic environment. As
a result, the group has reviewed the expected loss rates for this payor group, as well as considering forward-
Financial liabilities within the scope of IFRS 9 are classified as financial liabilities at fair value through profit or
loss, or at amortised cost. The group determines the classification of financial liabilities at initial recognition.
Initial recognition and measurement
All financial liabilities are recognised initially at fair value and in the case of loans and borrowings, net of directly
attributable transaction costs.
The group’s financial liabilities include trade and other payables, loans and borrowings, and derivative financial
instruments.
Subsequent measurement
After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost
using the effective interest rate (EIR) method. Gains and losses arising on the repurchase, settlement or
otherwise cancellation of liabilities are recognised respectively in interest receivable and interest payable in the
consolidated income statement. Amortised cost is calculated by taking in to account any discount or premium
on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance
costs in the consolidated income statement.
Financial liabilities to purchase own equity instruments
Financial agreements entered into with non-controlling interests for the future purchase of the remaining
interest is recognised as a financial liability measured initially at fair value where there is an obligation on the
group to settle a liability. On initial recognition the financial liability is recognised through equity. In subsequent
periods, the liability will be measured at amortised cost with changes in the expected cash flows recognised in
the income statement. Cash flows are discounted using the weighted average cost of debt.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as the derecognition of the original liability and the recognition of a new liability. The difference in the
The group may enter into derivative financial instrument arrangements to manage its exposure to interest rate
risk. Derivatives are initially recognised at fair value on the date on which a derivative contract is entered into
and subsequently remeasured at fair value at each balance sheet date. Derivatives are carried as financial
assets when the fair value is positive and as financial liabilities when the fair value is negative.
The group applies cash flow hedge accounting to such derivatives if the criteria for doing so are met. At the
inception of a hedge relationship, the group formally designates and documents the hedge relationship to
which it wishes to apply hedge accounting and the risk management objective and strategy for undertaking
the hedge.
The effective portion of the changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement. The cash flow hedge reserve is adjusted to the lower of the
cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
Amounts deferred in equity are recycled in the income statement in the periods when the hedged item is
recognised, in the same line of the income statement as the recognised hedged item. If cash flow hedge
accounting is discontinued, the amount that has been accumulated in the consolidated statement of other
comprehensive income is maintained if the hedged future cash flows are still expected to occur. Otherwise, the
Financial assets and financial liabilities are offset and the net amount reported in the consolidated balance
sheet if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an
Inventories are stated at the lower of cost and net realisable value. Cost means purchase price, less trade
discounts, calculated on an average basis. Net realisable value means estimated selling price less incremental
costs including trade discounts and all costs to be incurred in marketing, selling and distribution.
The group holds consignment stock on sale or return. The group is only required to pay for the equipment it
Spire Healthcare Group plc
135
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
Borrowing costs that are directly attributable to the acquisition and construction of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added
to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
A provision is recognised in the consolidated balance sheet when the group has a present legal or constructive
obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to
settle the obligation. If the effect is material, provisions are determined by discounting the expected, risk-
adjusted, future cash flows at a pre-tax risk-free rate. Management considers its best estimate of the likely
outcomes of the obligation when determining the recognition. Where a material range of outcomes could arise,
details are disclosed accordingly. Provisions are measured gross of any expected insurance recovery. Any such
i) As a lessee
At inception, the group assesses whether a contract is or contains a lease. This assessment involves the exercise
of judgement about whether the group obtains substantially all the economic benefits from the use of that
asset, and whether the group has the right to direct the use of the asset when considering whether the
contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. After initial recognition, the lease liability is measured at amortised cost using the effective
interest method. A reassessment of the lease liability occurs when there is a change in lease payments. The
incremental borrowing rate is only revised where the change in payments is a result of a change in floating
interest rates, lease term change or a change in assessment relating to the exercise of purchase option charges.
The group has elected not to separate lease and non-lease components for leases of vehicles or buildings.
The group recognises a Right-of-Use (ROU) asset and a lease liability at the commencement of the lease.
The ROU is initially measured based on the present value of lease payments, less any incentives received.
Initial direct costs and costs to dismantle or restore an asset are included. The ROU is depreciated over the
shorter of the lease term or the useful life of the underlying asset. The incremental borrowing rate is used
to discount the assets over the relevant term. The ROU is subject to testing for impairment if there is an
indicator for impairment.
Lease payments generally include fixed payments and variable payments that depend on an index (such as
inflation index) or rate. When the lease contains an extension or purchase option that the group considered
reasonably certain to be exercised, the cost of the option is included in the lease payments. The incremental
borrowing rate is used to discount the lease payments over the term of the lease.
ROU assets are categorised to reflect the nature of the underlying asset and to be consistent with the plant,
property and equipment (PPE) note. The assets are depreciated over the term of the lease, accounting for break
clauses or options to extend in line with the lease liability decision.
ROU assets are disclosed as PPE on the balance sheet (non-current) with a separate disclosure within the
associated note, and the lease liability is included in the headings lease liability (current and non-current) on
the Consolidated balance sheet.
The group has elected not to recognise ROU assets and liabilities for leases where the total lease term is less
than 12 months, or for leases of low-value equipment. The payments for such leases are recognised in the
Consolidated income statement on a straight-line basis over the lease term.
ii) As a lessor
When the group acts as a lessor, leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessees, over the major part of the economic life of
the asset. All other leases are classified as operating leases. If an arrangement contains lease and non-lease
components, the group applies IFRS 15 to allocate the consideration in the contract. When the group is an
intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately, classifying the
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are
deducted from share premium. Where the employee benefit trust purchases the company’s equity share
capital, the consideration paid, including any directly attributable incremental costs, is deducted from equity
attributable to the company’s equity holders in both the company and the consolidated balance sheet until the
Dividend distribution to the company’s shareholders is recognised as a liability in the group’s financial
statements in the period in which the dividend is approved by the company’s shareholders. Interim dividends
The group operates the Spire Healthcare Pension Plan, a defined contribution scheme. The assets of the
scheme are held separately from those of the group in independently administered funds.
Obligations for contributions to defined contribution pension schemes are recognised as an expense in the
income statement as incurred.
Other employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the
related service is provided. A provision is recognised for the amount expected to be paid under short-term cash
bonuses if the group has a present legal or constructive obligation to pay this amount as a result of past service
The group operates a number of equity-settled, share-based payment schemes under which the group receives
services from employees as consideration for equity instruments of the group. The fair value of the employee
services received in exchange for the grant of the options is recognised as an expense. The group has estimated
the relevant fair value of the share options and awards, which are subject to total shareholder return (TSR)
market-related performance criteria, using a Monte Carlo simulation model (see Note 29). This applies to LTIP
Awards and Deferred Share Bonus Schemes.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
136
Annual Report and Accounts 2025
Notes to financial statements
continued
2. Accounting policies
continued
Share-based payments
continued
The group also operates a Save As You Earn (SAYE) scheme, which is open to all employees. Employees are
required to save a fixed amount, up to a cap, every month for three years. At the end of the three-year period
employees are entitled to use their savings to purchase shares in the company at a stated exercise price.
Employees are free to stop contributing to the scheme and obtain a refund of contributions at any time, but
forfeit their entitlement to exercise the options if they do so. Payment of contributions into a SAYE scheme is
not a vesting condition; it does not meet the definition of a performance condition because it has no link to
service. Failure to meet a non-vesting condition (eg by ceasing to contribute to an SAYE scheme) is accounted
for as a cancellation of the options so that the expense is accelerated and recognised in the income statement,
with a corresponding adjustment to equity as required. The IFRS 2 charge has been calculated using an
adjusted Black Scholes model with judgements including leavers of the scheme (employees who may cease to
save) and dividend yields.
At the end of each year, the group revises its estimates of the number of options that are expected to vest
based on the non-market conditions and recognises the impact of the revision to original estimates, if any, in
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use. This condition is regarded as met
only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its
present condition. Management must be committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying
The group applies its impairment policy to non-financial assets, being intangible assets (goodwill), plant,
property and equipment, and right-of-use assets. The group assesses, at each reporting date, whether there is
an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an
asset is required, the group estimates the asset’s recoverable amount. An asset’s recoverable amount is the
higher of an asset’s or cash generating units (CGU)’s fair value less costs of disposal or its value-in-use. The
recoverable amounts is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets or groups of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired, and is written down to its
recoverable amount.
In assessing value-in-use, the estimated future cash flows are discounted to their present value using a
discount rate that reflects current market assessments of the time value of money and risks specific to the
asset. As part of this, the group assesses where climate risks could have a significant impact, such as the
introduction of emission-reduction legislation that may increase costs. These risks in relation to climate-related
matters are included as key assumptions where they materially impact the measure of recoverable amount.
The group bases its impairment calculation on most recent budgets and forecast calculations, which are
prepared for each CGU. The forecasts generally cover a five-year period. A long-term growth rate is calculated
and applies to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the consolidated income statement in other
operating costs. Impairment is likely to be considered an adjusting item.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an
indication that previously recognised impairment losses no longer exist or have decreased. If such indication
exists, the group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss
is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable
amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of
the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such
reversal is recognised in the statement of profit or loss.
Goodwill is tested for impairment annually as at 31 December and when circumstances indicate that the
carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to
which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an
impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are tested for impairment annually as at 31 December at the CGU
The following amendments to existing standards were effective for the group from 1 January 2025. These
amendments have not had a material impact.
Effective date* |
|
Amendments to IAS 21 – Lack of Exchangeability |
1 January 2025 |
*
The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations that are consistent with the
As at date of approval of the group financial statements, the following new and amended standards,
interpretations and amendments in issue are applicable to the group but not yet effective and thus, have not
been applied by the group:
Effective date* |
|
Amendments to IFRS 9 and IFRS 7 – Amendments to the classification and measurement of |
|
financial instruments |
1 January 2026 |
IFRS 18 – Presentation and disclosure in financial statements |
1 January 2027 |
IFRS 19 – Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
*
The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the group prepares its
financial statements in accordance with IFRS as issued by the IASB as endorsed by the UK, the application of new standards and
interpretations will result in an effective date subject to that agreed by the UK Endorsement process.
Spire Healthcare Group plc
137
Annual Report and Accounts 2025
Notes to financial statements
continued
In the application of the group’s accounting policies, the directors are required to make judgements and
estimates about the carrying amounts 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.
Judgements
Adjusting items
Judgements are required as to whether items that are material in size, unusual or infrequent in nature should
be disclosed as adjusting items. Deciding which items meet the respective definitions requires the group to
exercise its judgement. Details of these items categorised as adjusting items are outlined in Note 11.
Leases
The application of IFRS 16 requires the group to make certain judgements which affect the value of the ROU
asset and lease liability, and these include: determining contracts in the scope of IFRS 16 and the contract term.
The lease term is determined by the group and includes the non-cancellable period of lease contracts, periods
covered by an option to extend the lease if the group is reasonably certain to exercise that option and period
covered by an option to terminate the lease if the group is reasonably certain not to exercise that option. The
group reviews the business plan, investment in leasehold improvements and market conditions when
considering the certainty of options to extend or terminate. For lease contracts with an indefinite term, the
group determines the length of the contract to be equal to the average or typical market contract term of the
particular type of lease. The same life is then applied to determine the depreciation rate of ROU assets.
Revenue recognition – principal versus agent
Judgement is required when the Group assesses whether it acts as principal or agent in arrangements
involving third-party delivery partners. These judgements are made in line with the Group’s accounting policy
for revenue recognition – principal versus agent.
Where third-party providers deliver defined services, carry direct performance or financial exposure, and the
Group retains only a coordination or administrative role, the Group concludes it is not principal for those
services. The Group reassesses this judgement if contractual terms or the nature of the Group’s involvement
change.
Significant accounting estimates
The preparation of the group’s consolidated financial statements includes the use of estimates and
assumptions. The significant accounting estimates with a significant risk of a material change to the carrying
value of assets and liabilities within the next year in terms of IAS 1, ‘Presentation of Financial Statements’, are:
Property impairment
Property, including property ROU assets, is considered for indicators of impairment at each reporting date, or
earlier if a trigger indicates, as set out in the impairment policy. The recoverable amount, being the value-in-
use, requires the group to estimate cash flows expected to arise in the future, taking into account market
conditions. The variables in the cash flows are interdependent and reflect management’s expectations based
on past experience and current market trends, it takes into account both current business and committed
initiatives. The present value of these cash flows is determined using an appropriate discount rate.
The assumptions are considered to be most critical in reviewing properties for impairment are contained in
Note 14.
Other areas of accounting estimates
The consolidated financial statements include other areas of judgement and accounting estimates. While
these areas do not meet the definition under IAS 1 of significant accounting estimates and critical accounting
judgements, the recognition and measurement of certain material assets and liabilities are based on assumptions
and/or are subject to longer-term uncertainties. The other areas of accounting estimates and judgement are:
Goodwill is tested for impairment at least annually, or more frequently if there is an indication that goodwill
may be impaired. This is achieved by comparing the carrying value in the accounts with the recoverable
amount (being the value-in-use), as set out in the impairment policy. The value-in-use calculations require the
group to estimate future cash flows expected to arise in the future, taking into account market conditions. The
current value of goodwill is underpinned by these forecasts. The present value of these cash flows is
determined using an appropriate discount rate.
Separately, management also recognises that some of the key impairment review assumptions constitute a
source of estimation uncertainty. While reasonably possible changes do not give rise to an impairment, these
assumptions are influenced by external market conditions and internal operational factors. As a result,
management considers these assumptions to represent a source of estimation uncertainty.
Leases
The present value of the lease payment is determined using the discount factor (incremental borrowing rate)
which is based on a risk free UK gilt rate plus an applicable credit spread or margin to reflect the credit standing
of the group observed in the period when the lease contract commences or is modified. The incremental borrowing
rate applied reflects a rate for a similar term and security to that of the lease and is determined at inception.
Details of incremental borrowing rates can be found in Note 23.
The group has not changed the methodology in respect of the expected credit loss (ECL) calculations. The
group’s customer profile includes large organisations that have stable credit ratings, and the payment profiles
have remained stable for historical debts. The exception to this is patient debt where economic circumstances
can have a significant impact and, given the current economic uncertainty, remains the highest risk for the
Provisions for medical malpractice
The provision was established by Spire Healthcare in respect of implementing the recommendations of the
Independent Inquiry including a detailed patient review and support for patients of Paterson. The provision is
utilised for patient claim settlements. The variables include the number of patients which are found to have
been harmed and the associated compensation claim. The project is complex and the process for settlement of
claims, where relevant, takes some time. It is possible that, as further information becomes available, an
adjustment to this provision will be required, but at this time, it reflects management’s best estimate of the
costs and settlement of claims. This provision remains subject to ongoing review.
Details of the provision can be found in Note 26.
Climate-related risk and opportunities on the financial statements
To date, the board has not identified any climate-related risks or opportunities that would have a material
impact on the assets or liabilities of the group, and therefore has not adjusted financial balances for climate-
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
138
Annual Report and Accounts 2025
Notes to financial statements
continued
All revenue is attributable to, and all non-current assets are located in, the United Kingdom.
Revenue by location (inpatient, day case or out-patient) and wider customer (payor) group is shown below:
| 2025 |
2024 |
|||||
Hospitals |
Hospitals |
|||||
(£m) |
Business |
Primary Care |
Total |
Business |
Primary Care |
Total |
Inpatient |
563.7 |
– |
563.7 |
548.0 |
– |
548.0 |
Day case |
456.3 |
1.4 |
457.7 |
426.6 |
0.6 |
427.2 |
Out-patient |
398.0 |
131.4 |
529.4 |
388.1 |
120.2 |
508.3 |
Other* |
28.1 |
0.9 |
29.0 |
27.5 |
0.2 |
27.7 |
Total revenue |
1,446.1 |
133.7 |
1,579.8 |
1,390.2 |
121.0 |
1,511.2 |
Insured |
681.5 |
2.8 |
684.3 |
662.4 |
1.6 |
664.0 |
Self-pay |
328.6 |
8.5 |
337.1 |
332.9 |
8.0 |
340.9 |
NHS |
407.9 |
87.6 |
495.5 |
367.4 |
80.8 |
448.2 |
Other* |
28.1 |
34.8 |
62.9 |
27.5 |
30.6 |
58.1 |
Total revenue |
1,446.1 |
133.7 |
1,579.8 |
1,390.2 |
121.0 |
1,511.2 |
*
Other revenue includes fees paid to the group by consultants (eg for the use of group facilities and services) and third-party revenue
(eg pathology services to third parties).
Group revenues increased 4.5% to £1,579.8 million (2024: £1,511.2 million) driven by growth in both the
Hospitals Business and Primary Care. Hospitals business revenue has increased by 4.0% to £1,446.1 million
(2024:£1,390.2 million), supported by higher Average Revenue per Case (ARPC) across all payor groups and
strong Private Medical Insurance (PMI) performance. NHS revenue also grew strongly, reflecting higher activity
levels, particularly in the first half of the year, with ARPC growth broadly aligned to tariff.
Overall Hospitals performance benefitted from continued price and case-mix optimisation, contributing to
volume growth of 1.2% and ARPC growth of 3.9%. Primary Care revenue increased 10.5% to £133.7million
(2024: £121 million), driven by strong organic growth in Talking Therapies under the Vita brand and the
expansion of the clinic network, which, while incurring early start-up costs, enhances integrated care pathways
In determining the group’s operating segments, management has primarily considered the financial
information in internal reports that are reviewed and used by the executive management team and board of
directors (who together are the chief operating decision maker of Spire Healthcare) in assessing performance
and in determining the allocation of resources. The financial information in those internal reports in respect of
revenue and expenses has led management to conclude that the group has two operating segments, being
Hospitals Business and Primary Care.
The Hospitals Business is the group’s core business activity and consists of hospitals, medical centres and
consulting rooms. They provide diagnostics, inpatient, day case and outpatient care in areas including
orthopaedics, gynaecology, cardiology, neurology, oncology and general surgery.
Primary Care encompasses services focused on the primary care needs of outpatients, including GP services,
occupational health services or mental and physical health services. This segment includes the activities of Vita
Health Group (VHG), Doctors Clinic Group (DCG) and clinics.
During 2025, the group completed the integration of VHG and DCG into a unified Primary Care platform. While
VHG and DCG remain separate legal entities for statutory purposes, they are no longer considered distinct
operating segments under IFRS 8. This is because the chief operating decision maker no longer reviews discrete
financial information for these entities individually. Instead, performance is assessed at the consolidated
Primary Care level, which reflects the group’s strategic and operational integration of these services.
This integration included:
–
The appointment of a unified leadership team and central management structure;
–
Consolidated governance and reporting processes;
–
Joint tendering and bundled service offerings across the entities; and
–
Alignment of services by payor group (e.g., NHS, Employers, B2C).
As a result, the Primary Care segment is now managed and monitored as a single operating segment. This is
consistent with the level of information reviewed by the chief operating decision maker. In the prior year VHG,
DCG and clinics were reported as one reportable segment and therefore no restatements are required.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in
the consolidated financial statements. The balance sheet is evaluated on a group level.
In the year, the group had two major customers, accounting for 15% (2024: 15%) and 12% (2024: 14%) of group
revenue. These revenues were reported primarily within the Hospitals Business segment. Further detail is
provided in the Principal Risk: Private market dynamics
[(page XX)]
.
2025 |
2024 |
|||||
Hospitals |
Hospitals |
|||||
(£m) |
Business |
Primary Care |
Total |
Business |
Primary Care |
Total |
Revenue |
1,446.1 |
133.7 |
1,579.8 |
1,390.2 |
121.0 |
1,511.2 |
Cost of sales |
(774.8) |
(88.9) |
(863.7) |
(748.4) |
(79.2) |
(827.6) |
Gross profit |
671.3 |
44.8 |
716.1 |
641.8 |
41.8 |
683.6 |
Other operating costs |
(555.4) |
(41.5) |
(596.9) |
(519.2) |
(39.5) |
(558.7) |
Other income |
3.4 |
– |
3.4 |
12.6 |
– |
12.6 |
Segmental operating |
||||||
profit (EBIT) |
119.3 |
3.3 |
122.6 |
135.2 |
2.3 |
137.5 |
Finance income, finance costs and taxes are not allocated to individual segments as these are managed on an
overall group basis. Reconciliation of segment operating profit to group profit for the year:
(£m) |
2025 |
2024 |
Segment operating profit (EBIT) |
122.6 |
137.5 |
Finance income |
1.0 |
0.7 |
Finance costs |
(105.0) |
(99.9) |
Profit before taxation |
18.6 |
38.3 |
Taxation |
(1.4) |
(12.3) |
Profit for the year |
17.2 |
26.0 |
Spire Healthcare Group plc
139
Annual Report and Accounts 2025
Notes to financial statements
continued
5. Segmental reporting
continued
Operating profit is arrived at after charging:
2025 | 2024 | |||||
Hospitals | Hospitals | |||||
(£m) | Business | Primary Care | Total | Business | Primary Care | Total |
Depreciation of | ||||||
property, plant and | ||||||
equipment and | ||||||
right-of-use assets | 111.9 | 3.6 | 115.5 | 106.4 | 1.6 | 108.0 |
Amortisation of | ||||||
intangible assets | 1.5 | 2.6 | 4.1 | 1.6 | 2.6 | 4.2 |
Lease payments made | ||||||
in respect of low value | ||||||
and short leases | 15.3 | 3.1 | 18.4 | 16.6 | 3.8 | 20.4 |
Staff costs | 509.1 | 82.3 | 591.4 | 494.4 | 73.0 | 567.4 |
The total pre-tax adjusting items is £27.9 million (2024: £11.9 million) of which £27.6 million (2024: £8.1 million)
(£m) | 2025 | 2024 |
Fair value movement on financial asset | 2.1 | 4.8 |
Realised profit in respect of financial asset | 1.0 | 1.0 |
Movement on financial liability | 0.3 | 1.6 |
Profit on disposal of hospital (adjusting items) (see Note 11) | – | 4.5 |
Profit on disposal of property, plant and equipment | – | 0.7 |
Total other income | 3.4 | 12.6 |
The fair value movement in respect of the financial asset was recognised to reflect the on-going profit share
arrangement with Genesis Care which arose as part of the sale of the Bristol Cancer Centre in 2019. Profits of
£1.0 million (2024: £1.0 million) have been realised in respect of this arrangement. The fair value movement on
financial liability relates to the change in cash flows relating to the financial instruments held to purchase own
During the year, the group (including its subsidiary undertakings) obtained the following services from the
group’s external auditor as detailed below:
(£m) | 2025 | 2024 |
Audit of these financial statements | 1.5 | 1.3 |
Audit of the financial statements of subsidiaries of the company pursuant | ||
to legislation | 0.4 | 0.4 |
Audit-related assurance services | 0.2 | 0.2 |
Total | 2.1 | 1.9 |
Arrived at after charging/(crediting):
(£m) | 2025 | 2024 |
Depreciation of property, plant and equipment (see Note 14) | 68.2 | 67.0 |
Depreciation of right-of-use assets (see Note 14) | 47.3 | 41.0 |
Amortisation of intangible assets (see Note 15) | 4.1 | 4.2 |
Acquisition-related transaction costs (adjusting item) (see Note 11) | 0.8 | – |
Lease payments made in respect of low value and short leases | 18.4 | 20.4 |
Provision related to Ian Paterson (adjusting item) (see Note 11) | – | 4.6 |
Impairment on assets held for sale (see Note 21) | 0.5 | – |
Movement on the provision for expected credit losses of trade receivables (see Note | ||
19) | (1.5) | 1.0 |
Movement on financial liability (see Note 24) | (0.3) | – |
Staff restructuring costs (adjusting item) (see Note 9 and 11) | 13.8 | 4.3 |
Staff costs (net of staff restructuring costs and including share-based payment | ||
charge) (see Note 9 and 29) | 591.4 | 567.4 |
(No.) | 2025 | 2024 |
Clinical | 9,085 | 9,248 |
Non-clinical | 6,282 | 6,021 |
Central | 1,001 | 972 |
The average number of persons employed by the group (including directors) | ||
during the year | 16,368 | 16,241 |
(No.) | 2025 | 2024 |
Clinical | 6,913 | 7,004 |
Non-clinical | 4,793 | 4,655 |
Central | 875 | 848 |
The average number of full-time equivalent persons employed by the group | ||
during the year | 12,581 | 12,507 |
The aggregate payroll costs of these persons were as follows:
(£m) | 2025 | 2024 |
Wages and salaries | 496.9 | 476.3 |
Social security costs | 59.9 | 46.9 |
Pension costs, defined contribution scheme | 46.3 | 44.3 |
Aggregate payroll costs excluding share-based payments | 603.1 | 567.5 |
Share-based payment charge | 2.1 | 4.2 |
Aggregate payroll costs | 605.2 | 571.7 |
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
140
Annual Report and Accounts 2025
Notes to financial statements
continued
9. Staff costs
continued
There are £13.8 million (2024: £4.3m) wages and salaries and social security costs for year ended 31 December
2025 included in Adjusting items which relate to staff restructuring costs, and are set out in Note 8 and 11.
Pension costs are in respect of the defined contribution scheme; unpaid contributions at 31 December 2025
(£m) | 2025 | 2024 |
Finance income | ||
Interest income on bank deposits | 0.4 | 0.7 |
Interest income on finance lease receivable | 0.6 | – |
Total finance income | 1.0 | 0.7 |
Finance costs | ||
Interest on bank facilities | 22.4 | 22.3 |
Amortisation of fee arising on facilities extensions/borrowing costs1 | 1.5 | 1.5 |
Interest on obligations under leases | 81.1 | 76.1 |
Total finance costs | 105.0 | 99.9 |
Total net finance costs | 104.0 | 99.2 |
1.
£1.1 million of borrowing costs were capitalised on the extension of the senior facility, these are being amortised to August 2028.
Previously, £5.0 million of borrowing costs were capitalised on the refinancing of the senior facility, these are being amortised to
11. Adjusting items
(£m) | 2025 | 2024 |
Asset acquisitions, disposals, impairment and aborted project costs | 4.0 | (2.8) |
Clinic set up costs | 0.2 | 1.9 |
Business reorganisation and corporate restructuring costs | 20.5 | 4.3 |
Remediation of regulatory compliance or malpractice costs | 1.7 | 6.9 |
Amortisation on acquired intangible assets | 1.5 | 1.6 |
Total pre-tax adjusting items | 27.9 | 11.9 |
Income tax (credit)/charge on adjusting items | (6.0) | (1.8) |
Total post-tax adjusting items | 21.9 | 10.1 |
Adjusting items comprise those matters where the Directors believe the financial effect should be adjusted for due
to their nature or amount, in order to provide a more comparable measure of the group’s underlying performance.
Asset acquisitions, disposals, impairment and aborted project costs include £0.8 million relating to the group’s
acquisitions of Acorn Occupational Health (“Acorn”) and Physiolistic Limited (“Physiolistic”). An additional £0.8m
relating to Regents Gate, of which £0.5m represents an impairment charge. This impairment is disclosed within
Assets Held for Sale (see Note 21). Refer to acquisition Note 35 for more details. In the prior year, a credit of
£4.5 million was included for the sale of the group’s Tunbridge Wells hospital as well as costs associated with
the integration of VHG acquisition and a true-up in provisions for DCG and Claremont acquisitions.
Business reorganisation and corporate restructuring relate to the group announcement of a group wide
transformation programme that will enable a more efficient business operating model, including leveraging
digital solutions and technology. As announced the group is restructuring its clinical staffing models to provide
more agile and flexible resourcing and relocating admin roles to our patient support centres. As a result of
these initiative, additional costs of £13.1 million (2024: £3.5 million) have been incurred in the period, bringing
costs to date of £22.4 million. This initiative is being implemented over several phases and is likely to be
materially completed at the end of 2027 as communicated at our capital markets event in April 2024. Future
costs are not disclosed as a reliable estimate cannot be made due to the nature of the matter. In addition, the
Group incurred costs of £7.4 million as it undertook a strategic review of the business.
Remediation of regulatory compliance or malpractice costs of £1.7 million (2024: £1.7 million) relates to legal
fees that have been incurred for the ongoing inquests.
In the prior year, Spire Healthcare increased its provision by £4.6 million to reflect the expected costs of
implementing the Public Inquiry recommendations, including conducting a comprehensive patient review and
providing support to Paterson’s patients. By H2 2024, all living patients had been contacted and invited for
consultations where appropriate to discuss their care. As a result, this led to a notable reduction in new claims
as most patients have now had the outcomes of their reviews. Claims in the current year have remained
consistent with management’s original assumptions and the previously recognised provision; as a result, no
additional charge has been recorded in this financial year. While future adjustments may be necessary as
further information becomes available, the existing provision continues to represent management’s best
estimate of the costs and anticipated claim settlements.
£1.5 million (2024: £1.6 million) of amortisation on acquired intangible assets related to the customer contracts
recognised on the acquisition of VHG in 2023, Acorn in March 2025 and Physiolistic in July 2025.
(£m) | 2025 | 2024 |
Current tax | ||
UK corporation tax expense | 0.9 | 0.7 |
Adjustments in respect of prior years | – | (1.0) |
Total current tax charge/(credit) | 0.9 | (0.3) |
Deferred tax | ||
Origination and reversal of temporary differences | 6.4 | 10.3 |
Adjustments in respect of prior years | (5.9) | 2.3 |
Total deferred tax charge | 0.5 | 12.6 |
Total tax charge | 1.4 | 12.3 |
IIn addition to the amounts recognised in the income statement, a credit of £0.9 million has been recognised in
Other Comprehensive Income (2024: £0.2 million credit) and a debit of £0.1 million (2024: £0.4 million credit)
has been recognised directly in Equity. The £0.1 million debit recognised in equity relates to movements in
share-based payments and represents a £0.9 million deferred tax debit and £0.8 million current tax credit.
Spire Healthcare Group plc
141
Annual Report and Accounts 2025
Notes to financial statements
continued
12. Taxation
continued
Corporation tax is calculated at 25.0% (2024: 25.0%) of the estimated taxable profit or loss for the year. When
excluding prior year adjustments and the impact of share based payments, the effective tax rate for 2025 is
34.9% (2024: 27.9%). The increase reflects additional adjusting items arising during the period.
The effective tax assessed for the year, all of which arises in the UK, differs from the standard weighted rate of
corporation tax in the UK.
The reconciliation of the actual tax charge to that at the domestic corporation tax rate is as follows:
(£m) | 2025 | 2024 |
Profit before taxation | 18.6 | 38.3 |
Tax at the standard rate | 4.7 | 9.6 |
Effects of: | ||
Expenses and income not deductible or taxable | 1.8 | 1.1 |
Adjustment for movement on share-based payments | 0.8 | 0.3 |
Adjustments in respect of prior year | (5.9) | 1.3 |
Total tax charge | 1.4 | 12.3 |
The current-year and prior-year tax charges are mainly driven by expenses that are not deductible for tax
purposes, adjustments in respect of prior periods, and movements arising from share-based payments.
Expenses and income that are not deductible or taxable primarily relate to depreciation on non-qualifying
fixed assets, disallowable entertaining costs, and certain legal and professional fees.
Within the prior-year adjustment, there is a one-off capital allowances claim covering multiple years. This
resulted in a significant reduction in the tax charge for the period. The benefit of this claim will also flow
through to future periods, enabling greater tax relief in later years.
The effective tax rate on profit before taxation for the year of 7.5% (2024: 32.1%), is not considered meaningful
due to the significant prior year adjustments.
The Group calculates an underlying tax rate on an adjusted basis to remove the effect of distorting items such
as prior year adjustments, non-recurring transactions and share based payments. The underying tax rate is
28.4% (2024: 29.8%) which is higher than the statutory rate due to expenses and income that are not
deductible and depreciation on non-qualifying fixed assets.
The group does not hold any uncertain tax positions under IFRIC 23 at the year-end (2024: none).
Pillar Two legislation, introduced as part of the OECD’s Base Erosion and Profit Shifting (‘BEPS’) framework,
became effective for accounting periods beginning on or after 1 January 2024. The group operates solely in the
UK. Based on the group’s assessment, its underlying effective tax rates continue to exceed 16%, and therefore
Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by
the weighted average number of ordinary shares outstanding during the year.
2025 | 2024 | |
Profit for the year attributable to ordinary equity holders of the parent (£m) | 16.4 | 25.4 |
Weighted average number of ordinary shares for basic EPS (No.) | 402,759,340 | 403,991,639 |
Adjustment for weighted average number of shares held in EBT (No.) | (2,376,882) | (498,516) |
Weighted average number of ordinary shares in issue (No.) | 400,382,458 | 403,493,123 |
Basic earnings per share (in pence per share) | 4.1 | 6.3 |
For dilutive EPS, the weighted average number of ordinary shares in issue is adjusted to include all dilutive
potential ordinary shares arising from share options. Refer to the remuneration committee report for the terms
and conditions of instruments generating potential ordinary shares that affect the measurement of diluted
EPS.
2025 | 2024 | |
Profit for the year attributable to ordinary equity holders of the parent (£m) | 16.4 | 25.4 |
Weighted average number of ordinary shares in issue (No.) | 400,382,458 | 403,493,123 |
Adjustment for weighted average number of contingently issuable shares (No.) | 4,929,266 | 7,900,003 |
Diluted weighted average number of ordinary shares in issue (No.) | 405,311,724 | 411,393,126 |
Diluted earnings per share (in pence per share) | 4.0 | 6.2 |
The directors believe that EPS excluding adjusting items (adjusted EPS) better reflects the underlying
performance of the business and assists in providing a clearer view of the performance of the group.
Reconciliation of profit after taxation to profit after taxation excluding adjusting items (adjusted profit):
2025 | 2024 | |
Profit for the year attributable to owners of the parent (£m) | 16.4 | 25.4 |
Adjusting items (see Note 11) (£m) | 21.9 | 10.1 |
Adjusted profit (£m) | 38.3 | 35.5 |
Weighted average number of Ordinary Shares in issue (No.) | 400,382,458 | 403,493,123 |
Weighted average number of dilutive Ordinary Shares (No.) | 405,311,724 | 411,393,126 |
Adjusted basic earnings per share (in pence per share) | 9.6 | 8.8 |
Adjusted diluted earnings per share (in pence per share) | 9.4 | 8.6 |
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
142
Annual Report and Accounts 2025
Notes to financial statements
continued
Assets in the |
||||||
Freehold |
Leasehold |
course of |
Right-of-use |
|||
(£m) |
property |
improvements |
Equipment |
construction |
(ROU) |
Total |
Cost: |
||||||
At 1 January 2024 |
860.4 |
203.4 |
487.2 |
25.2 |
926.5 |
2,502.7 |
Additions |
8.9 |
14.8 |
52.9 |
32.7 |
– |
109.3 |
Additions to ROU assets |
– |
– |
– |
– |
15.1 |
15.1 |
Adjustments to existing assets (eg |
||||||
indexation) |
– |
– |
– |
– |
36.9 |
36.9 |
Disposals |
(1.3) |
(9.6) |
(84.0) |
– |
(2.4) |
(97.3) |
Transfers |
1.2 |
15.9 |
0.7 |
(17.8) |
– |
– |
At 1 January 2025 |
869.2 |
224.5 |
456.8 |
40.1 |
976.1 |
2,566.7 |
Additions |
4.3 |
10.9 |
33.7 |
27.4 |
– |
76.3 |
Acquisition of subsidiaries |
– |
– |
0.5 |
– |
– |
0.5 |
Additions to ROU assets |
– |
– |
– |
– |
37.4 |
37.4 |
Adjustments to existing assets (eg |
||||||
indexation) |
– |
– |
– |
– |
33.6 |
33.6 |
Transferred to Assets held for sale |
(4.0) |
– |
– |
– |
– |
(4.0) |
Disposals |
(0.8) |
– |
– |
– |
– |
(0.8) |
Transfers |
17.2 |
8.5 |
(10.2) |
(15.5) |
– |
– |
At 31 December 2025 |
885.9 |
243.9 |
480.8 |
52.0 |
1,047.1 |
2,709.7 |
Accumulated depreciation and |
||||||
impairment: |
||||||
At 1 January 2024 |
209.6 |
67.5 |
313.9 |
– |
292.9 |
883.9 |
Charge for the year |
12.3 |
10.6 |
44.1 |
– |
41.0 |
108.0 |
Disposals |
(1.2) |
(4.9) |
(82.3) |
– |
(0.2) |
(88.6) |
At 1 January 2025 |
220.7 |
73.2 |
275.7 |
– |
333.7 |
903.3 |
Charge for year |
12.0 |
12.1 |
44.1 |
– |
47.3 |
115.5 |
Transferred to Assets held for sale |
(0.7) |
– |
– |
– |
– |
(0.7) |
Disposals |
(0.5) |
– |
– |
– |
– |
(0.5) |
Transfers |
2.3 |
(2.3) |
– |
– |
– |
– |
At 31 December 2025 |
233.8 |
83.0 |
319.8 |
– |
381.0 |
1,017.6 |
Net book value: |
||||||
At 31 December 2025 |
652.1 |
160.9 |
161.0 |
52.0 |
666.1 |
1,692.1 |
At 31 December 2024 |
648.5 |
151.3 |
181.1 |
40.1 |
642.4 |
1,663.4 |
The net book value of land is £156.3 million (2024: £156.3 million). Nine of the group’s freehold properties are
pledged as security against the senior finance facility, the net book value of these properties are £127.0 million
(2024: £120.0million). There were no borrowing costs capitalised during the year ended 31 December 2025
(2024: Nil). The fair value of freehold properties is £1.4 billion.
On 31 March 2024, the group sold its Tunbridge Wells Hospital business to Maidstone and Tunbridge Wells
NHS Trust for £10.0 million and derecognised property, plant and equipment of £6.2 million. As part of the sale
agreement, the group has entered into a sub lease agreement with the trust to lease the Tunbridge Wells
property (refer to Note 23). A right of use asset of £2.4 million was derecognised and a finance lease receivable
of £4.4 million was recognised. The finance lease receivable represents the cash flows receivable from the trust
to settle the lease obligation in the head lease. Refer to Note 23 for more details.
The directors consider property and property right-of-use assets for indicators of impairment semi-annually. As
equipment and leasehold improvements do not generate independent cash flows, they are considered
alongside the property or legal entity as a single cash-generating unit (CGU). When making the assessment, the
value-in-use of the property is compared with its carrying value in the accounts. Where headroom is
significant, no further work is undertaken. Where headroom is minimal, a detailed assessment is performed for
the property, which includes identifying the factors resulting in limited headroom and undertaking financial
forecasts to assess the level of sensitivity this has to key assumptions.
In order to estimate the value-in-use, management has used trading projections covering the period to
December 2030 from the most recent board approved strategic plan. The variables in the cash flows are
interdependent and reflect management’s expectations based on past experience and current market trends,
it takes into account both current business and committed initiatives. To the extent that there was a shortfall
between the recent actual cash flows and forecast, the future cash flows have been adjusted to reflect any
initiatives implemented by management to address the underlying cause. In addition, management consider
the potential financial impact from short-term climate change scenarios, and the cost of initiatives that have
substantially commenced by the group to manage the longer-term climate impacts.
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculations, being EBITDA
growth over the five-year period, capital maintenance spend, discount rates and long-term growth rates. The
assumptions are based on past experience and external sources of information.
The trading projections for the five-year period underlying the value-in-use reflect a growth in EBITDA. EBITDA
is based on a number of elements of the operating model over the longer term, including pricing trends,
volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
The group has used a pre-tax discount rate of 11.3% (2024: 11.2%).
Management has performed a sensitivity analysis on these properties using reasonably possible changes for
each key assumption, keeping all other assumptions constant. The sensitivity analysis included an assessment
of the break-even point for each of the key assumptions.
The sensitivity analysis identified two properties and a legal entity for which a reasonably possible change
would eliminate the headroom.
For the first property, the average annual EBITDA growth rate is 4.9%, resulting in a headroom of £6.7 million. A
reduction of 2.6% per annum in the average annual EBITDA growth rate over the five-year period would
eliminate this headroom. The sensitivity testing identified no reasonably possible changes in the discount rate.
For the second property, the average annual EBITDA growth rate is 4.4%, resulting in a headroom of £2.2 million.
The headroom would be eliminated by a reduction of 1.9% per annum in the average annual EBITDA growth
rate over the five-year period, or by an increase of 103bps in the discount rate. A reasonably possible change of
a increase of 110bps in the discount rate over the five-year period would result in an impairment of £0.1m.
For the legal entity, the average annual EBITDA growth rate is 17.3%, resulting in a headroom of £0.5 million.
The headroom would be eliminated by a reduction of 1.6% per annum in the average annual EBITDA growth
rate over the five-year period. A reasonably possible change of a reduction of 10.1% in the average annual
EBITDA rate over the five-year period would result in an impairment of £1.9m. The higher average annual
Spire Healthcare Group plc
143
Annual Report and Accounts 2025
Notes to financial statements
continued
14. Property, plant and equipment
continued
EBITDA growth rate assumed for this CGU is due to an expected period of accelerated growth as capacity is
built and operational maturity is achieved. The sensitivity testing identified no reasonably possible changes in
the discount rate.
A long-term growth rate of 2.0% has been applied to cash flows beyond 2030 based on a long-term view of
inflation, revenue growth and market conditions. Capital maintenance spend is based on historic run rates and
our expectations of the group’s requirements. The sensitivity testing identified no reasonably possible changes
in the capital maintenance and long-term growth rates that would cause the carrying amount of any CGU to
exceed its recoverable amount.
Due to the well-publicised slowdown in NHS commissioning activity to the independent sector and due to
budgetary restrictions impacting the business. Management performed an additional sensitivity analysis using
a reasonably possible change in NHS revenue, keeping all other assumptions constant. The sensitivity analysis
resulted in the reduction of headroom of the two properties mentioned above from £6.7 million to 5.7 million
for the first property and from £2.2 million to 1.1 million for the second property.
As a result, management believe that some of the key impairment review assumptions constitute a major
source of estimation uncertainty as they consider that there is a significant risk of a material change to its
Leasehold | Equipment and | ||
(£m) | property | motor vehicles | Total |
Cost: | |||
At 1 January 2024 | 892.1 | 34.4 | 926.5 |
Additions to ROU assets | 4.4 | 10.7 | 15.1 |
Adjustments to existing assets (eg indexation) | 36.9 | – | 36.9 |
Disposals | (2.2) | (0.2) | (2.4) |
At 1 January 2025 | 931.2 | 44.9 | 976.1 |
Additions to ROU assets | 17.5 | 19.9 | 37.4 |
Adjustments to existing assets (eg indexation) | 33.6 | – | 33.6 |
Transfers | 3.6 | (3.6) | – |
At 31 December 2025 | 985.9 | 61.2 | 1,047.1 |
Accumulated depreciation and impairment: | |||
At 1 January 2024 | 279.8 | 13.1 | 292.9 |
Charge for the year | 34.4 | 6.6 | 41.0 |
Disposals | – | (0.2) | (0.2) |
At 1 January 2025 | 314.2 | 19.5 | 333.7 |
Charge for year | 38.8 | 8.5 | 47.3 |
Transfers | 0.1 | (0.1) | – |
At 31 December 2025 | 353.1 | 27.9 | 381.0 |
Net book value: | |||
At 31 December 2025 | 632.8 | 33.3 | 666.1 |
At 31 December 2024 | 617.0 | 25.4 | 642.4 |
Customer | Mobilisation | ||||
(£m) | Goodwill | contracts | Software | costs | Total |
Cost or valuation: | |||||
At 1 January 2024 | 612.1 | 20.6 | 4.6 | 2.6 | 639.9 |
Acquisition of a subsidiary | 0.5 | – | – | – | 0.5 |
Additions | – | – | 2.1 | 0.7 | 2.8 |
At 1 January 2025 | 612.6 | 20.6 | 6.7 | 3.3 | 643.2 |
Acquisition of a subsidiary | 8.1 | 1.2 | – | – | 9.3 |
Additions | – | – | 1.5 | 0.7 | 2.2 |
At 31 December 2025 | 620.7 | 21.8 | 8.2 | 4.0 | 654.7 |
Accumulated amortisation and impairment: | |||||
At 1 January 2024 | 201.0 | 0.2 | 0.3 | 0.1 | 201.6 |
Amortisation charge during the year | – | 1.9 | 1.6 | 0.7 | 4.2 |
At 1 January 2025 | 201.0 | 2.1 | 1.9 | 0.8 | 205.8 |
Amortisation charge during the year | – | 1.5 | 1.9 | 0.7 | 4.1 |
At 31 December 2025 | 201.0 | 3.6 | 3.8 | 1.5 | 209.9 |
Carrying amount: | |||||
At 31 December 2025 | 419.7 | 18.2 | 4.4 | 2.5 | 444.8 |
At 31 December 2024 | 411.6 | 18.5 | 4.8 | 2.5 | 437.4 |
Impairment testing
The group completed the integration of Vita Health Group and The Doctors Clinic Group into a unified Primary
Care platform during the first half of 2025. This integration included the alignment of leadership, governance,
operational systems, and financial reporting. As a result, cash inflows across these businesses became
interdependent, and performance is now monitored at the consolidated Primary Care level.
In accordance with IAS 36 – Impairment of Assets, this change in how the businesses are managed and
monitored triggered a reclassification of CGUs. Following completion of the integration outlined above, the
Primary Care CGUs have been grouped for the purposes of impairment testing, which aligns with the group’s
operating segment structure and does not exceed the size of an operating segment.
Prior to the reallocation of goodwill, an impairment test was performed on the original CGU groups, confirming
that the recoverable amount continued to exceed the carrying amount.
The recoverable amount of goodwill is calculated by reference to its estimated value-in-use. In order to
estimate the value-in-use, management has used trading projections covering the period to December 2030
from the most recent board-approved budget. The variables in the cash flows are interdependent and reflect
management’s expectations based on past experience and current market trends, it takes into account both
current business and committed initiatives. In addition, management consider the potential financial impact
from short-term climate change scenarios, and the cost of initiatives by the group to manage the longer-term
climate impacts.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
144
Annual Report and Accounts 2025
Notes to financial statements
continued
15. Intangible assets
continued
Impairment testing
continued
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculations, being EBITDA
growth over the five-year period, capital maintenance spend, discount rates and long-term growth rates. The
assumptions are based on past experience and external sources of information.
The table below provides the resulting headroom as determined in our calculation.
(£m) | Goodwill | Headroom |
Hospitals Business | 334.6 | 635.3 |
Primary Care* | 77.0 | 69.6 |
*
Excludes goodwill arising from acquisitions completed in the year, as these acquisitions remain within the IFRS 3 measurement period.
The trading projections for the five-year period underlying the value-in-use reflect a growth in EBITDA. EBITDA
is dependent on a number of elements of the operating model over the longer term, including pricing trends,
volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
The group has used a pre-tax discount rate of 11.3% (2024: 11.2%).
A long-term growth rate of 2.0% has been applied to cash flows beyond 2030 based on long-term view of
inflation and market conditions. Capital maintenance spend is based on historic run rates and our expectation
of the group’s requirements.
Management has performed a sensitivity analysis using reasonably possible changes for each key assumption,
keeping all other assumptions constant. The sensitivity testing for the Hospitals Business and Primary Care
identified no reasonably possible changes that would cause the carrying amount of any CGU to exceed its
Financial assets comprise a £14.4m profit-share arrangement with Genesis Care (2024: £12.3m). Within the
prior period, a £2.5m balance was held in respect of the Montefiore option to purchase the remaining interest
in the subsidiary; this has been utilised in the current period. Further detail is provided in Note 24.
On 31 October 2019, the group entered into a profit share arrangement with Genesis Care. The agreement
provides the group with an entitlement to a gross profit share relating to the chemotherapy business
transferred to Genesis Care as part of the sale of the Bristol Cancer Centre in perpetuity. Under the agreement
after the ten-year anniversary of the agreement, the buyer (Genesis Care) may exit the arrangement by serving
notice and paying a multiple of ten times the gross margin in the preceding 12 months.
The group has recognised a financial asset in respect of this gross profit share and the asset is classed as a fair
value through profit and loss asset. The financial asset is valued using the expected present value technique –
method 2 in determining the fair value. Management uses forward looking and historical trends of gross
profits, growth rate, risk premium and an appropriate discount rate to determine the fair value. At the
inception of the transaction we applied a risk premium to the fair value of the asset reflecting the fact that it
was a new venture and so any future forecast cashflows contained an element of uncertainty. This risk
premium has been reduced over time and reflects our growing confidence in the operation’s ability to hit its
future forecasts. Sensitivities are also taken into account when reviewing the fair value.
This valuation is reviewed at each reporting date, with movements in fair value being recognised through the
consolidated income statement. Cash received is adjusted against the financial asset, and is included within
cash flows from investing activities on the consolidated statement of cash flows.
(£m) | 2025 | 2024 |
Valuation at 1 January | 12.3 | 7.5 |
Cash receipt | (1.0) | (1.0) |
Fair value adjustments | 3.1 | 5.8 |
Valuation at 31 December | 14.4 | 12.3 |
Management completes relevant sensitivities on the inputs when assessing the fair value.
With all other inputs remaining constant:
–
A 1.2% increase (decrease)in the discount rate used, would see a decrease (increase) in fair value of £1.4
million (£1.7 million) (2024: 1.2% increase (decrease) £1.0 million (£1.3 million))]
–
A 20% increase (decrease) in the forecast annual cash flow of £0.22 million (2024: £0.19 million),
Spire Healthcare Group plc
145
Annual Report and Accounts 2025
Notes to financial statements
continued
As at 31 December 2025, these consolidated financial statements of the group comprise the company and the
following companies, most of which are incorporated in, and whose operations are conducted in, the United
Kingdom. All subsidiaries are 100% owned unless otherwise indicated.
Incorporated in England and Wales and registered at 3 Dorset Rise, London, EC4Y 8EN, |
||
unless otherwise stated |
Principal activity |
Class of share |
Claremont Hospital Holdings Limited |
Holding company |
Ordinary |
Claremont Hospital LLP! |
Health provision |
N/A |
Classic Hospitals Limited# |
Non-trading company |
Ordinary |
Classic Hospitals Property Limited |
Property company |
Ordinary |
Didsbury MSK Limited° |
Health provision |
Ordinary |
Fox Healthcare Acquisitions Limited |
Leasing company |
Ordinary |
Spire Occupational Health Limited |
Health provision |
Ordinary |
Medicainsure Limited |
Non-trading company |
Ordinary |
Montefiore House Limited |
Health provision |
Ordinary |
Soma Health Limited# |
Health provision |
Ordinary |
Spire Healthcare (Holdings) Limited |
Holding company |
Ordinary |
Spire Healthcare Finance Limited* |
Holding company |
Ordinary |
Spire Healthcare Property Developments Limited |
Development company |
Ordinary |
Spire Healthcare Limited |
Health provision |
Ordinary |
Spire Healthcare Properties Limited |
Property company |
Ordinary |
Spire Property 1 Limited |
Property company |
Ordinary |
Spire Property 4 Limited |
Property company |
Ordinary |
Spire Property 5 Limited |
Property company |
Ordinary |
Spire Property 6 Limited |
Property company |
Ordinary |
Spire Property 13 Limited |
Property company |
Ordinary |
Spire Property 16 Limited |
Property company |
Ordinary |
Spire Property 18 Limited |
Property company |
Ordinary |
Spire Property 19 Limited |
Property company |
Ordinary |
Spire Property 23 Limited |
Property company |
Ordinary |
Spire Thames Valley Hospital Limited# |
Non-trading company |
Ordinary |
Spire Thames Valley Hospital Propco Limited |
Property company |
Ordinary |
Spire UK Holdco 4 Limited |
Holding company |
Ordinary |
The Doctors Clinic Group Ltd |
Holding company and |
Ordinary |
health provision |
||
The London Doctors Clinic Ltd |
Non-trading company |
Ordinary |
Kingfisher Topco Limited |
Holding company |
Ordinary |
Kingfisher Midco Limited |
Holding company |
Ordinary |
Kingfisher Bidco Limited |
Holding company |
Ordinary |
Acorn Occupational Health Limited |
Health provision |
Ordinary |
Vita Health Group Limited |
Health provision |
Ordinary |
Crystal Palace Physio Holdings Limited |
Holding company |
Ordinary |
Vita Health Solutions Limited |
Health provision |
Ordinary |
Incorporated in England and Wales and registered at 3 Dorset Rise, London, EC4Y 8EN, |
||
unless otherwise stated |
Principal activity |
Class of share |
Pennine MSK Partnership Limited |
Health provision |
A Ordinary & |
B Ordinary |
||
Physio For All Limited |
Health provision |
Ordinary |
Physiotherapy2fit Ltd |
Health provision |
A Ordinary & |
B Ordinary |
||
Physiotherapy Specialists Ltd |
Health provision |
Ordinary |
The Abbey Clinic Limited |
Health provision |
Ordinary |
Physiolistic Limited |
Health provision |
Ordinary |
The Bisham Abbey Knee Clinic Limited |
Health provision |
Ordinary |
Vita Health Wellness Limited |
Health provision |
Ordinary |
° Ownership interest is 51.0%.
* Direct shareholding of the company
! The LLP has ‘Members’ capital classified as equity’ in lieu of ‘Class of shares’.
# In liquidation and expected to be dissolved during 2026.
In 2021, in order to simplify the structure of the group and reduce costs, the group undertook a process in
which a number of companies within the group were identified for members’ voluntary liquidation. The
entities in members’ voluntary liquidation at year end are shown above and they are expected to be formally
dissolved at Companies House during 2026.
Non-controlling interest
Financial information of subsidiaries that have a material non-controlling interest is provided below. The
entities, as set out above, are Montefiore House Limited and Didsbury MSK Limited. In 2025, Spire Healthcare
acquired an additional 24.9% interest in Montefiore House Limited, and now owns 100% of this entity.
Accumulated balances of material non-controlling interest:
Montefiore |
Didsbury MSK |
||
(£m) |
House Limited |
Limited |
Total |
Accumulated balances of non-controlling interest at 1 January 2024 |
(3.2) |
1.1 |
(2.1) |
Profit/(loss) allocated to non-controlling interests |
0.3 |
0.3 |
0.6 |
Dividends to non-controlling interests |
– |
(0.7) |
(0.7) |
Accumulated balances of non-controlling interest at 31 December |
(2.9) |
0.7 |
(2.2) |
2024 |
|||
Profit allocated to non-controlling interests |
0.1 |
0.7 |
0.8 |
Dividends to non-controlling interests |
– |
(0.5) |
(0.5) |
Recycled loss for non-controlling interest purchased by parent |
2.8 |
– |
2.8 |
Accumulated balances of non-controlling interest at 31 December |
– |
0.9 |
0.9 |
2025 |
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
146
Annual Report and Accounts 2025
Notes to financial statements
continued
17. Subsidiary undertakings and non-controlling interest
continued
Within the entities, the most material assets and liabilities relate to right of use assets and lease liabilities in
respect of property. Except for the lease rental payments, the majority of cash flows are generated through
operations. In 2023, the group entered into an agreement with the non-controlling interest of one of its
subsidiaries, Montefiore House Limited, in which both parties can exercise an option for Spire Healthcare to
purchase the remaining 25% interest in the subsidiary at a future date. On 21 February 2025 Brighton
Orthopaedic and Sports Injury Clinic Limited (BOSIC) formally notified Spire Healthcare of the intention to
exercise their option. The total consideration for the transaction was £7.7m, of which £2.5m had been prepaid.
The remaining balance of £5.2m was settled in cash on 28 May 2025. The accumulated non-controlling interest
equity of £2.8m relating to the 24.9% interest acquired has been reclassified to retained earnings in the current
year.
Guarantees with group undertakings for the year ended 31 December 2025
Spire Healthcare Group plc agreed to provide a guarantee, in the course of ordinary business to the below
subsidiaries to take exemption from having their financial statements audited under section 479A to 479C of
the Companies Act 2006. The guarantee to these subsidiaries is to guarantee outstanding liabilities, including
contingent and prospective liabilities, for the financial year ended 31 December 2025. In respect to this
guarantee, it is judged to be remote that any cash outflow will arise.
Subsidiary | Companies house registration number |
Spire Healthcare Properties Limited | 01829406 |
Spire Healthcare Property Developments Limited | 08996103 |
Claremont Hospital Holdings Limited | 08534235 |
Spire Thames Valley Hospital Propco Limited | 06480375 |
Fox Healthcare Acquisitions Limited | 06487777 |
Classic Hospitals Property Limited | 05389607 |
Spire UK Holdco 4 Limited | 06342689 |
Spire Property 1 Limited | 06408718 |
Spire Property 4 Limited | 06408872 |
Spire Property 5 Limited | 06408908 |
Spire Property 6 Limited | 06408930 |
Spire Property 13 Limited | 06409008 |
Spire Property 16 Limited | 06409066 |
Spire Property 18 Limited | 06409117 |
Spire Property 19 Limited | 06409119 |
Spire Property 23 Limited | 06409139 |
Kingfisher Topco Limited | 09711513 |
Kingfisher Midco Limited | 09711514 |
Kingfisher Bidco Limited | 09711516 |
(£m) | 2025 | 2024 |
Prostheses, drugs, medical and other consumables | 46.2 | 46.6 |
Cost of sales for the year ended 31 December 2025 includes inventories recognised as an expense amounting
(£m) | 2025 | 2024 |
Amounts falling due within one year: | ||
Trade receivables | 81.2 | 83.1 |
Unbilled receivables | 21.9 | 22.2 |
Prepayments | 28.5 | 26.1 |
Other receivables | 9.0 | 6.2 |
140.6 | 137.6 | |
Allowance for expected credit losses | (4.1) | (6.2) |
Total current trade and other receivables | 136.5 | 131.4 |
Unbilled receivables reflects work in progress where a patient had treatment, or was receiving treatment, at
the end of the period and the invoice had not yet been raised.
Other receivables of £9.0 million includes £6.6 million insurance reimbursement right (2024: £4.3 million); and
£0.7 million (2024: £1.3 million) reimbursement right related to the Paterson fund.
The Paterson fund is being held by solicitors on account until payments are made, with any amount not paid
out being returned to Spire Healthcare. During the year, £0.7 million was paid out of this fund and no payments
made into the fund. The amounts paid to the Paterson fund do not reflect an investment in a financial asset,
but merely a right to reimbursement should the fund not be utilised in full.
Trade receivables comprise amounts due from private medical insurers, the NHS, self-pay patients, consultants
and other third parties who use the group’s facilities. Invoices to customers fall due within 60 days of the date
of issue.
The group was successful in its bid to be included on the NHSE Framework for purchasing additional activity
from the independent sector, which commenced in April 2021. Inclusion on the framework is at an agreed price
for activity, based on the NHS tariff, but carries no guaranteed volumes. For contracts under the framework
that include an estimated contract value, billing is in advance for the expected volume, with a quarterly
true-up for actual volumes undertaken. For contracts under the framework without an estimated contract
value (which can include local agreements), billing is in arrears based on actual volumes only.
The ageing of trade receivables is shown below and shows amounts that are past due at the reporting date
(excluding payments on account where there is no right to offset these at the reporting date). A provision for
expected credit losses has been recognised at the reporting date through consideration of the ageing profile of
the group’s trade receivables and the perceived credit quality of its customers reflecting net debt due. The
carrying amount of trade receivables, net of expected credit losses, is considered to be an approximation to its
fair value.
Spire Healthcare Group plc
147
Annual Report and Accounts 2025
Notes to financial statements
continued
19. Trade and other receivables
continued
The loss allowance as at 31 December 2025 for trade receivables was determined as follows:
Current | 0-30 days | 31-90 days | 91-364 days | 1-2 years | Total | |
Expected loss rate | 1.6% | 2.3% | 23.2% | 70.5% | 27.8% | 4.2% |
Gross debt (£m) | 84.5 | 6.2 | 1.0 | 1.3 | 5.4 | 98.4 |
Less payments on account (£m) | – | – | – | – | – | (17.2) |
Carrying amount of trade | ||||||
receivables (£m) | – | – | – | – | – | 81.2 |
Loss allowance (£m) | 1.3 | 0.1 | 0.2 | 0.9 | 1.6 | 4.1 |
The loss allowance as at 31 December 2024 for trade receivables was determined as follows:
Current | 0-30 days | 31-90 days | 91-364 days | 1-2 years | Total | |
Expected loss rate | 1.0% | 3.9% | 42.9% | 57.6% | 33.9% | 5.6% |
Gross debt (£m) | 81.8 | 17.8 | 2.1 | 3.3 | 5.6 | 110.6 |
Less payments on account (£m) | – | – | – | – | – | (27.5) |
Carrying amount of trade | ||||||
receivables (£m) | – | – | – | – | – | 83.1 |
Loss allowance (£m) | 0.8 | 0.7 | 0.9 | 1.9 | 1.9 | 6.2 |
Trade receivables are written off when there is no longer a reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a
repayment plan with the group, and failure to make contractual payments for a period of greater than two
years past due.
The group assesses on a forward-looking basis expected credit losses associated with its debt instruments
carried at amortised cost. The impairment methodology applied for trade receivables is the simplified
approach, which requires expected lifetime losses to be recognised from initial recognition of the
trade receivables.
Trade receivables after expected credit losses comprise the following wider customer/payor groups:
(£m) | 2025 | 2024 |
Private medical insurers | 18.3 | 31.1 |
NHS | 41.0 | 30.7 |
Patient debt | 5.5 | 6.0 |
Other | 12.3 | 9.1 |
Total | 77.1 | 76.9 |
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
(£m) | 2025 | 2024 |
At 1 January | 6.2 | 5.5 |
Provided in the year | 0.4 | 2.0 |
Utilised during the year | (0.6) | (0.3) |
Released during the year | (1.9) | (1.0) |
At 31 December | 4.1 | 6.2 |
The group applies the IFRS 9 simplified approach to measuring Expected Credit Losses (ECLs) for trade
receivables. Under this standard, lifetime ECL provisions are recognised for trade receivables using a matrix of
rates dependent on age thresholds and customer types. The ECL rates are determined with reference to
historical performance of each payor age group during the last two years.
To develop the ECL matrix, trade receivables were grouped according to shared characteristics (payor/payor
type) and the days past due. As the majority of the group’s debt is receivable from large, well-funded insurance
companies, the National Health Service or from a large number of individuals, the group has concluded that
historical debt performance of the portfolio during the last two reporting periods provides a reasonable
(£m) | 2025 | 2024 |
Cash at bank | 19.1 | 33.8 |
Short-term deposits | 15.6 | 7.4 |
Total cash and cash equivalents | 34.7 | 41.2 |
Cash and cash equivalents comprise cash balances, short-term deposits and other short-term highly liquid
investments (including money market funds) with maturities not exceeding three months placed with
As at 31 December 2025 the group’s management have committed to sell a parcel of land at Bostocks Lane as
the group has accepted an offer on the property. The sale is considered highly probable and the assessment
has not changed. It therefore remains as classified as held for sale.
During the period the group’s management committed to the sale of the Regents Gate property, which housed
certain administrative functions that have been transferred elsewhere. The property is expected to be sold
within twelve months and has been classified as held for sale. An impairment has been recognised to align the
carrying amount to the expected proceeds.
(£m) | 2025 | 2024 |
At 1 January | 1.1 | 1.1 |
Transferred from Plant, Property and Equipment | 3.3 | – |
Impairment | (0.5) | – |
At 31 December | 3.9 | 1.1 |
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
148
Annual Report and Accounts 2025
Notes to financial statements
continued
Authorised shares
(No.) |
2025 |
2024 |
Ordinary shares of £0.01 each |
402,759,599 |
402,751,824 |
Issued and fully paid shares
2025 |
2024 |
|||
£0.01 ordinary shares |
£0.01 ordinary shares |
|||
Number of shares |
£’000 |
Number of shares |
£’000 |
|
At 1 January |
402,751,824 |
4,028 |
404,126,630 |
4,042 |
Issued during the year |
7,775 |
– |
13,943 |
– |
Cancelled during the year |
– |
– |
(1,388,749) |
(14) |
At 31 December |
402,759,599 |
4,028 |
402,751,824 |
4,028 |
Share premium
(£m) |
2025 |
2024 |
At 1 January |
830.0 |
830.0 |
Issue of new shares |
– |
– |
At 31 December |
830.0 |
830.0 |
Capital reserves
This reserve represents the loans of £376.1 million due to the former ultimate parent undertaking and
management that were forgiven by those counterparties as part of the reorganisation of the group prior to the
IPO in 2014.
Capital redemption reserve
During 2024, the group announced a share buyback programme, the company redeemed 1,388,749 shares
with a nominal value of £0.01 per share, resulting in a transfer of £13,887 from distributable profits to the
Capital redemption reserve.
EBT share reserves
Equiniti Trust (Jersey) Limited is acting in its capacity as trustee of the company’s Employee Benefit Trust (EBT).
The purpose of the EBT is to further the interests of the company by benefitting employees and former
employees of the group and certain of their dependents. The EBT is treated as an extension of the group and
the company.
During the period, the EBT purchased 4,700,000 shares and transferred 2,878,907 (2024: 1,312,000 shares
acquired and 1,235,976 exercised) in order to settle share awards in relation to the directors’ share bonus
award; the Long-Term Incentive Plan and the employees’ Save As You Earn Scheme.
Where the EBT purchases the company’s equity share capital the consideration paid, including any directly
attributable incremental costs, is deducted from equity attributable to the company’s equity holders until the
shares are cancelled or reissued. As at 31 December 2025, 2,209,277 shares (2024: 388,184 shares) were held by
the EBT in relation to the directors’ share bonus award and Long-Term Incentive Plan. The EBT share reserve
represents the consideration paid when the EBT purchases the company’s equity share capital, until the shares
are reissued.
As with prior periods, the company will continue to fund the Spire Healthcare Employee Benefit Trust (EBT), a
discretionary trust held for the benefit of the group’s employees, for the ongoing acquisition of shares to satisfy
the exercise of share plan awards by employees.
2025 |
2024 |
|||
Number of shares |
£m |
Number of shares |
£m |
|
At 1 January |
388,184 |
0.9 |
312,160 |
0.7 |
Purchased |
4,700,000 |
8.7 |
1,312,000 |
3.1 |
Exercised |
(2,878,907) |
(5.4) |
(1,235,976) |
(2.9) |
At 31 December |
2,209,277 |
4.2 |
388,184 |
0.9 |
Hedging reserve
The balance of £0.1 million at 31 December 2025 (2024: £2.1 million) reflects the £2.5 million debit (2024: £4.3
million debit) recycled in the period, the fair value debit of £0.4 million (2024: £2.8 million credit) and the £0.9
million tax credit on the profit (2024: £0.3 million credit) to give a net movement of a decrease of £2.0 million
The group has borrowings in two forms, bank borrowings and lease liabilities as disclosed on the consolidated
balance sheet. Total borrowings at 31 December 2025 were £1,315.8 million (2024: £1,279.9 million). More
detail in respect of these two forms of borrowings are set out below.
The bank loans are secured on fixed and floating charges over both the present and future assets of material
subsidiaries of the group. On 24 November 2025, the group successfully extended its existing debt facilities to
maturity of August 2028. The financial covenants relating to this new agreement are materially unchanged and
no modifications have been made other than to extend the term. The loan is non-amortising and carries
interest at a margin of 2.05% over SONIA (2024: 2.05% over SONIA).
(£m) |
2025 |
2024 |
Amount due for settlement within 12 months |
3.1 |
3.6 |
Amount due for settlement after 12 months |
364.0 |
363.5 |
Total bank borrowings1 |
367.1 |
367.1 |
Spire Healthcare Group plc
149
Annual Report and Accounts 2025
Notes to financial statements
continued
23. Borrowings
continued
Terms and debt repayment schedule
The maturity date is the date on which the relevant bank loans are due to be fully repaid.
The carrying amounts drawn (after issue costs and including interest accrued) under facilities in place at the
balance sheet date were as follows:
Margin over |
||||
(£m) |
Maturity |
SONIA |
2025 |
2024 |
Senior finance facility |
August 2028 |
2.05% |
327.1 |
327.1 |
Revolving credit facility (drawn committed facility) |
August 2028 |
1.95% |
40.0 |
40.0 |
Net debt for the purposes of the covenant test in respect of the Senior Loan Facility was £330.3 million (2024:
£323.8 million) and the net debt to EBITDA ratio was 2.0x (2024: 2.0x). The net debt for covenant purposes
comprises the senior facility of £325.0 million, drawn revolving credit facility of £40.0 million less cash and cash
equivalents of £34.7 million. EBITDA for covenant purposes comprises Adjusted EBITDA for Last Twelve Months
(LTM) of pre-IFRS 16 Adjusted EBITDA of £175.4 million (2024: £171.1 million) less the rental of a finance lease
pre-IFRS 16 of £10.9 million (2024: £10.4 million).
The interest cover for covenant purposes was 7.5x (2024: 7.5x) and is calculated as the pre-IFRS 16 EBITDA
described above over pre-IFRS 16 finance costs paid.
The senior finance facility includes a sustainability-linked element connected to environmental and quality
factors. The group also has access to a further £60.0 million through its existing committed and undrawn
revolving credit facility to August 2028.
Effect of covenants
The group’s non-current bank borrowings include borrowings amounting to £365.0 million that contain
covenants, which, if not met, would result in the borrowings becoming repayable on demand. These
borrowings are otherwise repayable more than 12 months after the end of the reporting period. The financial
covenants are tested by reference to the most recent financial statements of the group, namely 30 June and
31 December each year. The financial covenants are for the leverage ratio to be below 4.0x and interest cover to
be in excess of 4.0x. As at 31 December 2025, the group complied with all covenants as the leverage measure
stood at 2.0x and interest cover of 7.5x and therefore bank borrowings remain classified as non-current
liabilities. The group is not aware of any circumstances in which there will be a breach in financial covenants.
The Group’s syndicated facilities agreement includes standard change of control provisions triggered by a change
in ownership of more than 50% of the issued share capital. Such provisions would permit lenders to cancel the
existing commitments, cease further drawings, and require immediate repayment of all amounts outstanding
together with accrued interest and fees. Repayment of banking facilities is common on a change of ownership
The group has finance leases in respect of hospital properties, vehicles, office and medical equipment. The
leases are secured on fixed and floating charges over both the present and future assets of material
subsidiaries in the group. Leases, with a present value liability of £948.7 million (December 2024: £912.8
million), expire in various years to 2081 and carry incremental borrowing rates in the range 1.5-14.0% (2024:
3.2-14.6%). Rents in respect of hospital property leases are reviewed annually with reference to RPI or CPI,
subject to assorted floors and caps. The discount rates used are calculated on a lease by lease basis, and are
based on estimates of incremental borrowing rates. A movement in the incremental borrowing rate of 1%
would result in an 6.7% movement in lease liability.
In the period, the group recognised charges of £2.8 million (2024: £3.4 million) of lease expense relating to low
value leases and £15.6 million (2024: £17.0 million) of lease expense in respect of short-term leases for which
the exemption under IFRS 16 has been taken. Lease commitments for short term leases are not dissimilar to
the expense recognised, resulting in a total cash outflow of £134.6 million (2024: £122.7 million).The group is a
lessor to one lease to external parties and has recognised a finance lease receivable of £4.3 million (2024: £4.4
million). The terms of the sublease are the same as those contained in the head-lease. There have been no
(2024: no) sale and leaseback transactions in the year. Where new leases have the right to extend and
management is not reasonably certain to exercise the extension option, those future cash flows are not
reflected in the lease liability balance. If the option to extend was exercised the lease liability would increase by
£239.0 million.
During 2024 the group sold its Tunbridge Wells Hospital business to Maidstone and Tunbridge Wells NHS Trust.
As part of the sale agreement, the group has entered into a sub lease agreement with the trust to lease the
Tunbridge Wells property. The finance lease receivable represents the cash flows receivable from the trust to
settle the lease obligation in the head lease.
Some leases receive inflation linked increases on an annual basis which affects both the cash flow and interest
charged on those leases. Except for this increase, cash flows and charges are expected to remain in line with
current year. The cash flows above do not reflect any termination, extension or break clause options as
management is reasonably certain that the options will not be exercised. There are no significant restrictions
or covenants which impact the cash flows in respect of these leases.
See Note 14 for more detail on the depreciation of the right-of-use (ROU) assets and Note 10 for more detail on
the interest expense relating to leases.
Changes in bank borrowings and lease liabilities arising from financing activities
Non-cash |
|||||
(£m) |
1 January |
Cash flows 1 |
changes 2 |
Additions 3 |
31 December |
2025 |
|||||
Bank loans |
367.1 |
(22.9) |
22.9 |
– |
367.1 |
Lease liabilities |
912.8 |
(116.2) |
81.1 |
71.0 |
948.7 |
Total |
1,279.9 |
(139.1) |
104.0 |
71.0 |
1,315.8 |
Non-cash |
|||||
(£m) |
1 January |
Cash flows 1 |
changes 2 |
Additions 3 |
31 December |
2024 |
|||||
Bank loans |
365.3 |
(22.0) |
23.8 |
– |
367.1 |
Lease liabilities |
891.7 |
(102.3) |
76.1 |
47.3 |
912.8 |
Total |
1,257.0 |
(124.3) |
99.9 |
47.3 |
1,279.9 |
1.
During the year, £55 million (2024: £5 million) was drawn down and £55 million (2024: £5 million) was subsequently repaid.
2.
Non-cash changes reflect interest charged on the loan
3.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
150
Annual Report and Accounts 2025
Notes to financial statements
continued
23. Borrowings
continued
The following derivatives were in place at 31 December:
Carrying value | ||||
(£m) | Interest rate | Maturity date | Notional amount | asset/(liability) |
31 December 2025 | ||||
Interest rate swaps | 2.7780% | Feb 2026 | 162.5 | 0.2 |
Interest rate swaps | 3.5346% | Aug 2027 | 162.5 | (0.2) |
Total | 325.0 | – | ||
31 December 2024 | ||||
Interest rate swaps | 2.7780% | Feb 2026 | 162.5 | 2.9 |
(£m) | 2025 | 2024 |
Amount due from settlement within 12 months | 0.2 | 2.5 |
Amount due for settlement after 12 months | (0.2) | 0.4 |
Total derivatives asset/(liability) | – | 2.9 |
The group entered into interest rate swap contracts on 25 July 2022 to hedge the exposure to variability in cash
flows arising from its floating rate bank borrowings. These swaps had a maturity date of 23 February 2026 and
were designated as cash flow hedges of interest payments on the underlying debt.
Following the successful extension of the group’s debt facilities to a revised maturity of 25 August 2028, the
group extended its interest rate hedging strategy to maintain alignment between the hedged items and the
hedging instruments. Accordingly, on 25 November 2025 the group entered into additional interest rate swap
contracts, with a contractual maturity date of August 2027. These swaps extend the duration of the hedge
relationship beyond the maturity of the original 2022 contracts.
The movement in respect of derivatives reflects £2.5 million (2024: £4.3 million) recycled in the period and a
£0.4 million loss (2024: £2.8 million gain) in fair value. All movements are reflected within other comprehensive
Financial instruments to purchase non-controlling interest
In 2023, the group entered into an agreement with the non-controlling interest of one of its subsidiaries,
Montefiore House Limited, in which both parties could exercise an option for Spire Healthcare to purchase the
remaining 25% interest in the subsidiary at a future date. On 21 February 2025, Brighton Orthopaedic and
Sports Injury Clinic Limited (BOSIC) formally notified Spire Healthcare of the intention to exercise their option.
The total consideration for the transaction was £7.7 million, of which £2.5 million had been prepaid. The
remaining balance of £5.2 million was settled in cash on 28 May 2025.
In 2025, the group made two acquisitions : Acorn Occupational Health Limited and Physiolistic Limited. The
terms of both acquisitions include a contingent earnout, to be paid based on performance of the company in
the twelve months following acquisition. Therefore, the group has recognised an initial estimated
consideration that would be due in respect of these earnouts. For more detail see Note 35.
(£m) | 2025 | 2024 |
Valuation at 1 January | 8.0 | 9.6 |
Option to purchase non-controlling interests | (7.7) | – |
Movement in financial liability | (0.3) | (1.6) |
Contingent consideration | 1.6 | – |
Valuation at 31 December | 1.6 | 8.0 |
Property, | Provisions | |||||||
plant | and other | |||||||
and | IFRS leases | Share-based | temporary | |||||
(£m) | equipment | Intangible | - spreading | IFRS 16 | payments | Losses | differences | Total |
At 1 January 2024 | 86.6 | 5.0 | (42.9) | 34.4 | (4.1) | (7.3) | (3.8) | 67.9 |
Charge/(credit) to the | ||||||||
profit or loss | 6.4 | (0.4) | 2.4 | 0.8 | (0.1) | – | 1.2 | 10.3 |
Charge/(credit) to other | ||||||||
comprehensive income and | ||||||||
equity | – | – | – | – | 0.5 | – | (0.2) | 0.3 |
Prior year adjustment | 0.6 | – | – | – | (0.1) | 0.2 | 1.6 | 2.3 |
At 1 January 2025 | 93.6 | 4.6 | (40.5) | 35.2 | (3.8) | (7.1) | (1.2) | 80.8 |
Charge/(credit) to the | ||||||||
profit or loss | 17.2 | (0.3) | 2.4 | 0.4 | 1.0 | (14.1) | (0.2) | 6.4 |
Charge/(credit) to other | ||||||||
comprehensive income and | ||||||||
equity | – | – | – | – | 0.9 | – | (0.9) | – |
Prior year adjustment | 0.3 | – | – | – | – | (6.5) | 0.3 | (5.9) |
At 31 December 2025 | 111.1 | 4.3 | (38.1) | 35.6 | (1.9) | (27.7) | (2.0) | 81.3 |
Disclosed within liabilities | 111.1 | 4.3 | (38.1) | 35.6 | (1.9) | (27.7) | (2.0) | 81.3 |
Deferred tax on property, plant and equipment has arisen on differences between the carrying value of the
relevant assets and the tax base.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability settled, based on tax rates that have been enacted, or substantively enacted,
at the balance sheet date. The group has separately calculated the tax rates applicable in respect of Adjusting
items for the period. Deferred tax in the current period continues to be measured at 25%.
Deferred tax assets are recognised on the basis that the deferred tax liabilities represent forecast profits of the
appropriate type (either capital or trading) and therefore represent a suitable taxable profit against the reversal
of the deferred tax assets can be offset. Deferred tax assets and liabilities in relation to property are only offset
to the extent that they relate to the same site.
Spire Healthcare Group plc
151
Annual Report and Accounts 2025
Notes to financial statements
continued
25. Deferred Taxation
continued
The group has unrecognised deferred tax assets (which do not expire) as follows:
2025 |
2024 |
|||
(£m) |
Gross |
Tax effected |
Gross |
Tax effected |
Trading losses |
4.2 |
1.1 |
10.4 |
2.6 |
Tax basis for future capital disposals |
11.6 |
2.9 |
11.6 |
2.9 |
Total |
15.8 |
4.0 |
22.0 |
5.5 |
These amounts are the expected tax value of the gross temporary difference at the enacted long-term tax rate
of 25% (2024: 25%). A deferred tax asset has not been recognised in respect of these amounts due to
uncertainties as to the timing of future profits that the trading losses could be offset against and tax basis for
Business |
|||
Medical |
restructuring |
||
(£m) |
malpractice |
and other |
Total |
At 1 January 2025 |
13.2 |
1.0 |
14.2 |
Increase in existing provisions |
4.3 |
4.1 |
8.4 |
Provisions utilised |
(2.2) |
(4.1) |
(6.3) |
Provisions released |
– |
– |
– |
At 31 December 2025 |
15.3 |
1.0 |
16.3 |
Medical malpractice relates to estimated liabilities arising from claims for damages in respect of services
previously supplied to patients. During the period £4.3 million was added due to additional claims received, and
£1.8 million utilised. Amounts are shown gross of insured liabilities. Any such insurance recoveries of £6.6
million (2024: £4.3 million) are recognised in other receivables.
In response to the publication of the public inquiry report on Paterson on 4 February 2020, Spire Healthcare
established a provision in respect of implementing the recommendations including a detailed patient review
and support for patients. Since inception of the provision in 2021 £13.7 million has been utilised in settlement
of patient claims.
The provision was established by Spire Healthcare in respect of implementing the recommendations of the
independent inquiry including a detailed patient review and support for patients of Paterson. The project is
complex and the process for review and settlement of claims, where relevant, takes some time. The detailed
patient review has now reached the milestone of having contacted all living patients and invited them, where
appropriate, to consultations to discuss their care. As a consequence, the rate of new claims has dropped
significantly, as most patients now have their outcomes of their review and have initiated their claim, where
relevant. Claims activity in the second half of the year has therefore been in line with the assumptions taken by
management and the provision established at the half year. As a result there has been no subsequent increase
in the provision. In addition, £1.7 million of legal fees have been incurred for the ongoing inquests. While it is
possible that, as further information becomes available, an adjustment to this provision will be required, at this
time it reflects management’s best estimate of the costs and settlement of claims.
As at 31 December 2025, the business restructuring and other provisions primarily includes dilapidation
provisions for the primary care business.
Provisions as at 31 December 2025 are materially considered to be current and expected to be utilised at any
(£m) |
2025 |
2024 |
Trade payables |
86.1 |
84.9 |
Accrued expenses |
60.9 |
53.8 |
Deferred Income |
8.3 |
10.5 |
Social security and other taxes |
16.5 |
18.4 |
Other payables – other |
46.3 |
46.4 |
Total |
218.1 |
214.0 |
Accrued expenses include general operating expenses incurred but not invoiced as at the year end, holiday pay
accrued of £1.5 million (2024: £2.1 million), bonuses accrued during the year and paid in the following year of
Nil (2024: £5.3 million), and a £6.2 million (2024: Nil) accrual relating to the strategic review of the business (see
Note 11 for more detail). Deferred income of £8.1 million (2024: £10.2 million) relates to contract revenue of
VHG.
Other payables include an accrual for pensions and payments on account. Revenue is not recognised in respect
of payments on account until the performance obligation has been met at year end the balance of payments
on account was £2.5 million (2024: £2.4 million). In addition other credit balances re-classed from trade debtors
were £28.3 million (2024: £38.1 million), which largely relate to NHS credits. Payments on account are expected
to be utilised against patient procedures within the following 12 months. The balance of payments on account
as at 31 December 2024 were utilised in the current year when the patient attended the procedure, and not
cancelling or deferring treatment, such payments on account could result in repayment to the patient should
(£m) |
2025 |
2024 |
Final dividend for the year ended 31 December 2023 (2.1 pence per share) |
– |
8.5 |
Final dividend for the year ended 31 December 2024 (2.3 pence per share) |
9.2 |
– |
Dividend paid to non-controlling interests |
0.5 |
0.7 |
Total dividends paid |
9.7 |
9.2 |
Since the end of the financial year, the directors have proposed a final dividend of approximately 1.5 pence per
share. The dividend is subject to approval by shareholders at the Annual General Meeting and is therefore not
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
152
Annual Report and Accounts 2025
Notes to financial statements
continued
The group operates several share-based payment schemes for executive directors and other employees. With
the exception of the cash-settled Long-Term Incentive Plan (LTIP), all schemes are equity-settled. The group has
no legal or constructive obligation to repurchase or settle any of the equity-settled awards in cash.
The cash-settled LTIP is settled in cash and is accounted for as a liability, with changes in fair value recognised
in profit or loss.
The total cost in respect of LTIPs and SAYE recognised in the income statement was £2.1 million in the year
ended 31 December 2025 (2024: £4.2 million). Employer’s National Insurance is being accrued, where
applicable, at the rate of 14.3%, which management expects to be the prevailing rate at the time the options
are exercised, based on the share price at the reporting date. The total National Insurance charge for the year
was £0.6 million (2024: £0.5 million).
During the period, the group made payments of £3.0 million (2024: £5.4 million) in respect of amounts
withheld for employee tax obligations arising from the exercise of equity-settled share awards (as shown in the
consolidated statement of cash flows). These payments were made on behalf of participants under the terms
of the share-based payment schemes and tax regulations, and do not represent a cash settlement of the
awards. The awards are classified as equity settled in its entirety as it would have been in the absence of the
net settlement feature. The group has no contractual or constructive obligation to settle these awards in cash.
Under the net settlement arrangement for the LTIP scheme the group estimates a total cash outflow of £4.7
million to settle participants’ employees tax for awards which are yet to vest.
The following table analyses the total cost between each of the relevant schemes, together with the number
of options outstanding:
2025 |
2024 |
|||
Number of |
Number of |
|||
options |
options |
|||
Charge £m |
(thousands) |
Charge £m |
(thousands) |
|
Long Term Incentive Plan |
1.3 |
10,313 |
3.3 |
11,643 |
Deferred Share Bonus Plan |
– |
480 |
– |
531 |
Save As You Earn (SAYE) |
0.3 |
31 |
0.7 |
2,957 |
Cash-settled Long Term Incentive Plan |
0.5 |
– |
0.2 |
– |
Total |
2.1 |
10,824 |
4.2 |
15,131 |
A summary of the main features of the scheme is shown below:
Long Term Incentive Plan
The Long Term Incentive Plan (LTIP) is open to executive directors and designated senior managers, and awards
are made at the discretion of the remuneration committee. Awards are subject to market and non-market
performance criteria.
Awards granted under the LTIP vest subject to achievement of performance conditions measured over a period
of at least three years, unless the committee determines otherwise. Awards may be in the form of conditional
share awards or nil-cost options or any other form allowed by the plan rules.
Vesting of awards will be dependent on a range of financial, operational or share price measures, as set by the
committee, which are aligned with the long-term strategic objectives of the group and shareholder value
creation. No less than 30% of an award will be based on share price measures. The remainder will be based on
either financial and/or operational measures. At the threshold performance, no more than 25% of the award
will vest, rising to 100% for maximum performance.
On 15 March 2023, the company granted a total of 2,980,384 options to the executive directors and other
senior management. The options will vest based on return on capital employed (ROCE) (35%) targets for the
financial year ending 31 December 2025, relative total shareholder return (TSR) (35%) targets on performance
over the three-year period to 31 December 2025 and operational excellence (OE) (30%) targets based on
employee engagement targets and regulatory ratings for the current portfolio of hospitals, subject to
continued employment. Upon vesting, the options will remain exercisable until March 2033. The executive
directors are subject to a two-year holding period, whilst other senior management are not.
On 14 March 2024, the company granted a total of 2,054,599 options to the executive directors and other
senior management. The options will vest based on return on capital employed (‘ROCE’) (35%) targets for the
financial year ending 31 December 2026, relative total shareholder return (‘TSR’) (20%) targets over the three
year period to 31 December 2026, EBITDA margin (15%) targets for the financial year ending 31 December 2026
for the Company’s Hospital Business and operational excellence (‘OE’) (30%) targets based on employee
engagement targets and regulatory ratings for the current portfolio of hospitals (including The Doctors Clinic
group, but excluding new clinics that open during the performance period and Vita Health Group). The options
are subject to continued employment and, upon vesting, will remain exercisable until March 2034. The
executive directors are subject to a two-year holding period.
On 14 March 2024, the company also granted a total of 235,231 options to senior management. These options
will vest based on return on capital employed (‘ROCE’) (35%) targets for the financial year ending 31 December
2026, relative total shareholder return (‘TSR’) (20%) targets on performance over the three year period to 31
December 2026, EBITDA margin (15%) targets for the financial year ending 31 December 2026 for the VHG and
operational excellence (‘OE’) (30%) targets (based on non-market vesting conditions related to access rates and
recovery for mature contracts and employee engagement targets for the VHG). The options are subject to
continued employment and, upon vesting, will remain exercisable until March 2034.
On 27 March 2025, the Company granted a total of 2,955,802 options to the executive directors and other
senior management. The options will vest based on return on capital employed (‘ROCE’) (35%) targets for the
financial year ending 31 December 2027, relative total shareholder return (‘TSR’) (20%) targets over the
three-year period to 31 December 2027, EBIT margin (15%) targets for the financial year ending 31 December
2027 for the Company’s Hospital Business and operational excellence (‘OE’) (30%) targets based on employee
engagement targets and regulatory ratings for the current portfolio of hospitals and clinics (but excluding any
new acquisitions during the performance period). The options are subject to continued employment and, upon
vesting, will remain exercisable until March 2035. The executive directors are subject to a two-year holding
period.
On 19 June 2025, the Company also granted a total of 288,995 options to senior management. These options
will vest based on return on capital employed (‘ROCE’) (35%) targets for the financial year ending 31 December
2027, relative total shareholder return (‘TSR’) (20%) targets on performance over the three-year period to 31
December 2027, EBIT margin (15%) targets for the financial year ending 31 December 2027 for the Company’s
Hospital Business and operational excellence (‘OE’) (30%) targets based on employee engagement targets and
regulatory ratings for the current portfolio of hospitals and clinics (but excluding any new acquisitions during
the performance period). The options are subject to continued employment and, upon vesting, will remain
exercisable until March 2035.
Spire Healthcare Group plc
153
Annual Report and Accounts 2025
Notes to financial statements
continued
29. Share-based payments
continued
Deferred Share Bonus Plan
The Deferred Share Bonus Plan is a discretionary executive share bonus plan under which the remuneration
committee determines that a proportion of a participant’s annual bonus will be deferred. The market value of
the shares granted to any employee will be equal to one-third of the total annual bonus that would otherwise
have been payable to the individual. The awards will be granted on the day after the announcement of the
group’s annual results. The awards will normally vest over a three-year period.
On 15 March 2023, the company granted a total of 168,042 options to executive directors, with a vesting date
of 15 March 2026. There are no performance conditions in respect of the scheme and is subject to continued
employment.
On 14 March 2024, the company granted a total of 221,319 options to executive directors, with a vesting date
of 14 March 2027. There are no performance conditions in respect of the scheme and is subject to continued
employment.
On 13 March 2025, the Company granted a total of 90,626 options to executive directors, with a vesting date
of 13 March 2028. There are no performance conditions in respect of the scheme and is subject to continued
employment.
Save As You Earn
The Save As You Earn (SAYE) is open to all Spire Healthcare employees. Vesting will be dependent on continued
employment for a period of three years from grant. The requirement to save is a non-vesting condition.
On 24 April 2022, the company granted 3,800,557 options to employees with a vesting date of 1 June 2025.
There are no performance conditions in respect of the scheme. Upon vesting, the options will remain
exercisable for six months. The IFRS 2 charge has been calculated using an adjusted Black Scholes model with
judgements including leavers of the scheme (employees who may cease to save) and dividend yields.
The aggregate number of share awards outstanding for the group and their weighted average contractual life
is shown below:
2025 | ||||||||
Deferred | ||||||||
LTIP (ROCE | LTIP (TSR | LTIP (EBITDA | LTIP (EBIT | LTIP (EPS | LTIP (OE | share bonus | ||
condition) | condition) | condition) | condition) | condition) | condition) | plan | SAYE | |
(thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | |
At 1 January | 3,121 | 4,289 | 343 | – | – | 3,890 | 531 | 2,957 |
Granted | 1,136 | 649 | – | 487 | – | 973 | 91 | – |
Exercised | (345) | (1,510) | – | – | – | (1,319) | (142) | (1,124) |
Surrendered 1 | (50) | (50) | – | – | – | (43) | – | – |
Cancelled 2 | (359) | (612) | (21) | – | – | (266) | – | (1,802) |
At 31 December | 3,503 | 2,766 | 322 | 487 | – | 3,235 | 480 | 31 |
Exercisable at 31 December | 716 | 788 | – | – | – | 847 | – | 28 |
Weighted average | ||||||||
contractual life | 1.0 years 0.8 years 1.2 years 2.2 years | 0 years 1.0 years 1.0 years | 0 years | |||||
2024 | ||||||||
Deferred | ||||||||
LTIP (ROCE | LTIP (TSR | LTIP (EBITDA | LTIP (EBIT | LTIP (EPS | LTIP (OE | share bonus | ||
condition) | condition) | condition) | condition) | condition) | condition) | plan | SAYE | |
(thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | (thousands) | |
At 1 January | 3,076 | 4,458 | – | – | 902 | 3,958 | 449 | 3,252 |
Granted | 801 | 458 | 343 | – | – | 687 | 221 | – |
Exercised | (181) | (865) | – | – | (423) | (716) | (139) | (14) |
Surrendered 1 | (99) | (99) | – | – | – | (84) | – | – |
Cancelled 2 | (476) | 337 | – | – | (479) | 45 | – | (281) |
At 31 December | 3,121 | 4,289 | 343 | – | – | 3,890 | 531 | 2,957 |
Exercisable at 31 December | 417 | 1,928 | – | – | – | 1,571 | – | 32 |
Weighted average | ||||||||
contractual life | 1.0 years | 0.6 years | 2.2 years | 0 years | 0 years | 0.7 years | 1.3 years | 0.4 years |
1.
These are shares where the participants are considered to be good leavers and forfeit a proportion of their shares on pro-rata basis.
2. These are shares where the participants forfeit all share options.
The weighted average share price for the share awards exercised during the period is £1.83 per share.
Share options outstanding at the end of the year have the following expiry date:
Share options | ||||
thousands | ||||
Grant – vest | Expiry date | Exercise price £ | 2025 | 2024 |
LTIP grants | ||||
06/04/2020 – April 2023 | 06/04/2030 | – | 155 | 2,176 |
18/03/2021 – March 2024 | 18/03/2031 | – | 1,013 | 1,741 |
14/03/2022 – March 2025 | 14/03/2032 | – | 1,182 | 2,644 |
15/03/2023 – March 2026 | 15/03/2033 | – | 2,571 | 2,792 |
14/03/2024 – March 2027 | 14/03/2034 | – | 2,147 | 2,290 |
27/03/2025 – March 2028 | 27/03/2035 | – | 2,956 | – |
19/06/2025 – March 2028 | 27/03/2035 | – | 289 | – |
Deferred Share Bonus Plan | ||||
14/03/2022 – March 2025 | 13/03/2032 | – | – | 142 |
15/03/2023 – March 2026 | 14/03/2033 | – | 168 | 168 |
14/03/2024 – March 2027 | 13/03/2034 | – | 221 | 221 |
13/03/2025 – March 2028 | 12/03/2035 | – | 91 | – |
Save As You Earn | ||||
26/04/2022 – June 2025 | 01/12/2025 | 1.98 | 31 | 2,957 |
During the period, 2,878,907 shares, relating to the Deferred share bonus plan, Save as you Earn, and LTIPs,
were exercised from the company’s Employee Benefit Trust (EBT) (see Note 22 for more information). Where
considered the most appropriate use of surplus cash, the company will continue to fund the Spire Healthcare
Employee Benefit Trust (EBT), a discretionary trust held for the benefit of the group’s employees, for the
ongoing acquisition of shares to satisfy the exercise of share plan awards by employees.
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
154
Annual Report and Accounts 2025
Notes to financial statements
continued
29. Share-based payments
continued
The following information is relevant to the determination of the fair value of the awards granted for the years
ended 31 December 2025 and 2024, respectively, under the schemes:
LTIP (TSR | LTIP (ROCE | LTIP (EBIT | LTIP (OE | Deferred share | |
2025 | condition) | condition) | condition) | condition) | bonus plan |
Option pricing model | Fair value | Fair value | Fair value | ||
Monte | at grant | at grant | at grant | ||
Carlo | date | date | date | n/a | |
Fair value at grant date (£) 2 | 0.59 / 0.99 | 1.72 / 2.08 | 1.72 / 2.08 | 1.72 / 2.08 | n/a |
Fair value at grant date for shares subject to | |||||
holding period(£) 2 | 0.55 / 0.91 | 1.59 / 1.92 | 1.59 / 1.92 | 1.59 / 1.92 | n/a |
Weighted average share price at grant date (£) 2 | 1.72 / 2.08 | 1.72 / 2.08 | 1.72 / 2.08 | 1.72 / 2.08 | n/a |
Exercise price (£) | Nil | Nil | Nil | Nil | Nil |
Weighted average contractual life 2 | 3.8 years / | 3.8 years / | 3.8 years / | 3.8 years / | |
3.2 years | 3.2 years | 3.2 years | 3.2 years | 3 years | |
Expected dividend yield | n/a | n/a | n/a | n/a | n/a |
Risk-free interest rate 2 | 4.1% / 3.8% | n/a | n/a | n/a | n/a |
Volatility 1 | 24% | n/a | n/a | n/a | n/a |
1.
The expected volatility is based on the historical volatility of the company and a comparator group of other international healthcare
companies.
2.
The disclosure indicates the inputs on two grant dates.
LTIP (TSR | LTIP (ROCE | LTIP (EBITDA | LTIP (OE | Deferred Bonus | |
2024 | condition) | condition) | condition) | condition) | Plan |
Option pricing model | Monte | Fair value at | Fair value at | Fair value at | |
Carlo | grant date | grant date | grant date | n/a | |
Fair value at grant date (£) | 1.35 | 2.36 | 2.36 | 2.36 | n/a |
Fair value at grant date for shares subject to | |||||
holding period (£) | 1.23 | 2.15 | 2.15 | 2.15 | n/a |
Weighted average share price at grant date (£) | 2.36 | 2.36 | 2.36 | 2.36 | n/a |
Exercise price (£) | Nil | Nil | Nil | Nil | Nil |
Weighted average contractual life | 3.8 years | 3.8 years | 3.8 years | 3.8 years | 3 years |
Expected dividend yield | n/a | n/a | n/a | n/a | n/a |
Risk-free interest rate | 4.1% | n/a | n/a | n/a | n/a |
Volatility 1 | 28% | n/a | n/a | n/a | n/a |
1.
The expected volatility is based on the historical volatility of the company and a comparator group of other international healthcare
(£m) | Notes | 2025 | 2024 |
Cash flows from operating activities | |||
Profit before taxation | 18.6 | 38.3 | |
Adjustments to reconcile profit before tax to net cash flows: | |||
Impairment of assets held for sale (adjusting items) | 8 | 0.5 | – |
Movement on financial liability | 6 | (0.3) | (1.6) |
Profit on disposal of property, plant and equipment | – | (5.2) | |
Adjusting items - other | 11 | 6.2 | 1.5 |
Depreciation of property, plant and equipment | 14 | 68.2 | 67.0 |
Depreciation of right-of-use assets | 14 | 47.3 | 41.0 |
Amortisation of intangible assets | 15 | 4.1 | 4.2 |
Finance income | 10 | (1.0) | (0.7) |
Finance costs | 10 | 105.0 | 99.9 |
Other income | 6 | (3.1) | (5.8) |
Share-based payments expense | 29 | 2.1 | 4.2 |
247.6 | 242.8 | ||
Movements in working capital: | |||
Increase in trade and other receivables | (5.1) | (11.0) | |
Decrease/(increase) in inventories | 0.4 | (2.3) | |
(Decrease)/increase in trade and other payables | (2.6) | 9.0 | |
Increase/(decrease) in provisions | 2.1 | (2.7) | |
Cash generated from operations | 242.4 | 235.8 |
Consignment stock
At 31 December 2025, the group held consignment stock on sale or return of £26.6 million (2024: £25.5 million).
The group is only required to pay for the equipment it chooses to use and therefore this stock is not recognised
as an asset.
Capital commitments
Capital commitments comprise amounts payable under capital contracts which are duly authorised and in
progress at the consolidated balance sheet date. They include the full cost of goods and services to be provided
under the contracts through to completion. The group has rights within its contracts to terminate at short
notice and, therefore, cancellation payments are minimal.
Capital commitments at the end of the year were as follows:
(£m) | 2025 | 2024 |
Contracted but not provided for | 26.7 | 24.7 |
Spire Healthcare Group plc
155
Annual Report and Accounts 2025
Notes to financial statements
continued
The group had the following guarantees at 31 December 2025:
–
The bankers to Spire Healthcare Limited have issued a letter of credit in the maximum amount of £1.5 million
(2024: £1.5 million) in relation to contractual pension obligations
–
Under certain lease agreements entered into on 26 January 2010, the group has given undertakings relating
to obligations in the lease documentation and the assets of the group are subject to a fixed and floating.
The group has exposure to the following risks from its use of financial instruments:
–
Credit risk
–
Liquidity risk
–
Market risk
This note presents information about the group’s exposure to each of the above risks, the group’s objectives,
policies and processes for measuring and managing risk. Further quantitative disclosures are included
throughout these financial statements.
The directors have overall responsibility for the establishment and oversight of the group’s risk management
framework. The group’s risk management policies are established to identify and analyse the risks faced by the
group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits.
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the group’s receivables from customers and
investment securities.
Trade and other receivables
The group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
group’s exposure to credit risk from trade receivables is considered to be low because of the nature of its
customers and policies in place to prevent credit risk occurring in normal circumstances.
Most revenues arise from insured patients’ business and the NHS. Insured revenues give rise to trade
receivables which are mainly due from large insurance institutions, which have high credit worthiness. The
remainder of revenues arise from individual self-pay patients and consultants.
The group establishes an allowance for impairment that represents its ECL in respect of trade and other
receivables. This allowance is composed of specific losses that relate to individual exposures and also an
ECL component established using rates reflecting historical information for payor groups, and forward
looking information.
During the period, trade receivables have increased in line with revenue, but aged debt has reduced. Individual
self-pay patients continues to be the largest risk for the group given the current economic uncertainty. The
group has considered the provision required and maintained a provision accordingly through the expected loss
rate percentages, which is in line with the position at December 2024. The Expected Credit Loss (ECL) as at year
end is £4.1 million (2024: £6.2 million).
Note 19 shows the ageing and customer profiles of trade receivables outstanding at the year end.
Unbilled receivables are considered for expected credit losses, but these are not considered material and
therefore not recognised.
Investments
The group limits its exposure to credit risk by only investing in short-term money market deposits with large
Market risk is the risk that changes in market prices, such as interest rates, will affect the group’s income or the
value of its holdings of financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters, while optimising the return on risk.
Interest rate risk
The group is exposed to interest rate risk arising from fluctuations in market rates. This affects future cash
flows from money market investments and the cost of floating rate borrowings.
From time-to-time, the group considers the cost benefit of entering into derivative financial instruments to
hedge its exposure to interest rate volatility based on existing variable rates, current and predicted interest
yield curves and the cost of associated medium-term derivative financial instruments.
Interest rates on variable rate loans are determined by SONIA fixings on a quarterly basis. Interest is settled
on all loans in line with agreements and is settled at least annually.
Variable |
Total |
Undrawn facility 1 |
|
31 December 2025 (£m) |
365.0 |
365.0 |
60.0 |
Effective interest rate (%) |
5.26% |
5.26% |
|
31 December 2024 (£m) |
365.0 |
365.0 |
60.0 |
Effective interest rate (%) |
5.85% |
5.85% |
1.
If this facility was drawn the interest rate would be in line with the variable rate loans.
The group has an interest rate swap derivative asset of Nil (2024: £2.9 million) in place (refer to Note 23).
The fair value of this instrument is considered the same as its carrying value and level two of the fair value
hierarchy is used to measure the fair value of the instrument. The variable rate consideration received by the
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
156
Annual Report and Accounts 2025
Notes to financial statements
continued
33. Financial risk management and impairment of financial assets
continued
A change of 25 basis points (bp) in interest rates at the reporting date would have increased/(decreased) equity
and reported results by the amounts shown below. This analysis assumes that all other variables remain
constant.
Profit or loss | Equity | |||
25bp increase | 25bp decrease | 25bp increase | 25bp decrease | |
31 December 2025 (£m) | ||||
Variable rate instruments | (0.1) | 0.1 | (0.1) | 0.1 |
31 December 2024 (£m) | ||||
Variable rate instruments | (0.5) | 0.5 | (0.5) | 0.5 |
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The
group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the group’s reputation.
Liquidity is managed across the group and consideration is taken of the segregation of accounts for regulatory
purposes. Short-term operational working capital requirements are met by cash in hand.
The group has a supplier financing arrangement under which a third-party provider settles amounts payable to
certain suppliers on the group’s behalf. Liabilities arising under this arrangement continue to be classified
within trade payables, as the terms and conditions of the underlying supplier invoices remain substantially
unchanged.
A fee is payable to the finance provider and these fees are recognised within operating expenses. No collateral
or guarantees have been provided in connection with this arrangement.
Typically the group ensures that it has sufficient cash on demand to meet expected operational expenses for a
period of at least 90 days, including the servicing of financial obligations. In addition to cash on demand, the
group has available the following line of credit:
–
£60.0 million of revolving credit facility, which was undrawn as at 31 December 2025 (2024: £60.0 million
undrawn)
The following are contractual maturities, at as the balance sheet date, of financial liabilities, including interest
payments and excluding the impact of netting agreements:
| Maturity analysis | ||||||||
31 December 2025 | Carrying | Contractual | Within 1 | Between 1 | Between 2 | Between 3 | Between 4 | More than 5 |
(£m) | amount | cash flows | year | and 2 years | and 3 years | and 4 years | and 5 years | years |
Trade and other payables | 193.3 | 193.3 | 193.3 | – | – | – | – | – |
Bank borrowings | 367.1 | 422.8 | 20.6 | 20.1 | 382.1 | – | – | – |
Finance lease liabilities | 948.7 | 1,806.4 | 116.9 | 112.6 | 112.1 | 109.8 | 108.0 | 1,247.0 |
1,509.1 | 2,422.5 | 330.8 | 132.7 | 494.2 | 109.8 | 108.0 | 1,247.0 | |
Derivative financial assets | ||||||||
Interest rate swaps | 0.2 | (0.4) | (0.6) | 0.2 | – | – | – | – |
Total | 1,509.3 | 2,422.1 | 330.2 | 132.9 | 494.2 | 109.8 | 108.0 | 1,247.0 |
| Maturity analysis | ||||||||
31 December 2024 | Carrying | Contractual | Within 1 | Between 1 | Between 2 | Between 3 | Between 4 | More than 5 |
(£m) | amount | cash flows | year | and 2 years | and 3 years | and 4 years | and 5 years | years |
Trade and other payables | 185.1 | 185.1 | 185.1 | – | – | – | – | – |
Bank borrowings | 367.1 | 418.6 | 23.7 | 22.6 | 372.3 | – | – | – |
Finance lease liabilities | 912.8 | 1,802.6 | 104.7 | 104.1 | 103.1 | 103.1 | 101.9 | 1,285.7 |
1,465.0 | 2,406.3 | 313.5 | 126.7 | 475.4 | 103.1 | 101.9 | 1,285.7 | |
Derivative financial assets | ||||||||
Interest rate swaps | (2.9) | (3.3) | (2.6) | (0.7) | – | – | – | – |
Total | 1,462.1 | 2,403.0 | 310.9 | 126.0 | 475.4 | 103.1 | 101.9 | 1,285.7 |
The group’s objective is to maintain an appropriate balance of debt and equity financing to enable the group to
continue as a going concern, to continue the future development of the business and to optimise returns to
shareholders and benefits to other stakeholders.
The board closely manages trading capital, defined as net assets plus net debt. The group’s net assets at 31
December 2025 were £743.7 million (2024: £746.2 million) and net debt, calculated as bank borrowings of
£367.1 million (2024: £367.1 million) less cash and cash equivalents of £34.7 million (2024: £41.2 million)
amounted to £332.4 million (2024: £325.9 million).
The principal focus of capital management revolves around working capital management and compliance with
externally imposed financial covenants see Note 23 for more detail.
Major investment decisions are based on reviewing the expected future cash flows and all major capital
expenditure requires approval by the board.
At the balance sheet date, the group’s committed undrawn facilities, and cash and cash equivalents were as
follows:
(£m) | 2025 | 2024 |
Committed undrawn revolving credit facility | 60.0 | 60.0 |
Cash and cash equivalents | 34.7 | 41.2 |
Spire Healthcare Group plc
157
Annual Report and Accounts 2025
Notes to financial statements
continued
33. Financial risk management and impairment of financial assets
continued
As of 31 December 2025, except for a interest rate swaps, financial asset relating to a gross profit share, and
financial liabilities relating to contingent consideration, the group did not hold financial instruments that are
included in level 1, 2 or 3 of the hierarchy.
Management assessed that cash and short-term deposits, trade and other receivables, unbilled receivables,
trade payables and other current liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments. The carrying value of debt is approximately equal to its fair value. During the
year ended 31 December 2025, there were no transfers between the levels in the fair value hierarchy.
In determining fair value measurement, the impact of potential climate-related matters, including legislation,
which may affect the fair value measurement of assets and liabilities in the financial statements has been
considered.
A derivative is a financial instrument whose value is based on one or more underlying variables. The group uses
derivative financial instruments to hedge its exposure to interest rate risk. Derivatives are not held for
speculative reasons. Fair values are obtained from market observable pricing information including interest
rate yield curves and have been calculated as follows; fair value of interest rate swaps is determined as the
present value of the estimated future cash flows based on observable yield curves.
The financial asset reflects a profit share arrangement with a partner. There are no market observable prices
for the valuation. Management therefore assesses forward looking information and appropriate discount rates
and risk factors to determine the fair value. Sensitivities are also taken into account when reviewing the fair
value (Note 16).
The financial liability of £1.6m (2024: nil) reflects the contingent consideration estimated to be paid on the two
acquisitions of Acorn Occupational Health Limited and Physiolistic Limited. There are no market observable
prices for the valuation (Level 3 under the fair value hierarchy). Management therefore assesses forward
looking information based on an estimate of the performance of the companies in the twelve months
following their acquisition.
As at 31 December 2025, the group held the following financial instruments measured at fair value:
| Maturity analysis | ||||
Financial instruments measured at fair value | Value as at 31 | |||
(£m) | December 2025 | Level 1 | Level 2 | Level 3 |
Financial assets at fair value through profit or loss | ||||
Profit share arrangement (Note 16) | 14.4 | – | – | 14.4 |
Interest rate swaps | – | – | – | – |
Financial liabilities | (1.6) | – | – | (1.6) |
Financial instruments measured at fair value | 12.8 | – | – | 12.8 |
During the year, Spire Healthcare received a profit share in respect of the financial asset of £1.0 million (2024:
£1.0 million). In addition an unrealised fair value movement of £2.1 million (2024: £4.8 million) was recognised
in income upon review of the financial asset to increase the value of the financial asset on the balance sheet.
As at 31 December 2024, the group held the following financial instruments measured at fair value:
| Maturity analysis | ||||
Financial instruments measured at fair value | Value as at 31 | |||
(£m) | December 2024 | Level 1 | Level 2 | Level 3 |
Financial assets at fair value through profit or loss | ||||
Profit share arrangement (Note 16) | 12.3 | – | – | 12.3 |
Interest rate swaps | 2.9 | – | 2.9 | – |
Financial instruments measured at fair value | 15.2 | – | 2.9 | 12.3 |
Cash flow hedge
The group designate, as cash flow hedges, interest rate swaps entered into with three counterparties maturing
in August 2027. These interest rate swaps convert floating interest rate liabilities into fixed interest rate
liabilities. The swaps run concurrently with the hedged item, being the group’s floating rate liabilities under the
senior finance facility.
For the years ended December 2025 and 2024, there were no significant amounts recognised in the profit or
loss relating to the ineffective portion of hedges or portions excluded from the assessment of hedge
effectiveness. The movement in the interest rate swap relates to fair value movement and is recognised
through other comprehensive income.
Fair value hierarchy
The group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are
observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the group, directly or indirectly. They include the board and executive committee, as
identified on pages
[ZZ to ZZ]
.
Compensation for key management personnel is set out in the table below:
Key management compensation
(£m) | 2025 | 2024 |
Salaries and other short term employee benefits | 6.7 | 7.5 |
Share-based payments | 3.4 | 3.7 |
Total | 10.1 | 11.2 |
Further information about the remuneration of individual directors is provided in the audited part of the
directors’ remuneration report on pages
[ZZ to ZZ]
. There were no transactions with related parties external to
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
158
Annual Report and Accounts 2025
Notes to financial statements
continued
On 31 March 2025, the group acquired 100% of the shares of Acorn Occupational Health Limited (‘Acorn’), a
non-listed occupational health services provider based in England, for a cash consideration of £3.3 million. On
30 July 2025, the group acquired 100% of the shares of Physiolistic Limited (‘Physiolistic’), a non-listed
physiotherapy services provider based in England, for a cash consideration of £5.4 million. The acquisitions
complement our existing business and align well with our strategy of developing primary care and moving into
adjacent markets.
Assets acquired and liabilities assumed
The fair values of the identifiable assets and liabilities of Acorn and Physiolistic as at the dates of acquisition
were:
Fair value | |
recognised on | |
(£m) | acquisition |
Assets | |
Acquired intangible assets | 1.2 |
Plant, property and equipment | 0.5 |
Trade and other receivables | 0.8 |
Cash | 1.0 |
3.5 | |
Liabilities | |
Trade and other payables | (0.8) |
Corporation tax payable | (0.3) |
Deferred tax liability | (0.2) |
(1.3) | |
Total identifiable net assets at fair value | 2.2 |
Goodwill arising on acquisition | 8.1 |
Purchase consideration transferred | 10.3 |
The initial accounting for the business combinations is not complete due to the timing of the acquisition,
amounts recognised, are subject to adjustment in line with IFRS 3 for up to 12 months from acquisition, with
goodwill being adjusted accordingly. Therefore, goodwill has not been allocated.
The fair value of the trade receivables amounts to £0.8 million. The gross amount of trade receivables is £0.8
million and it is expected that the full contractual amounts can be collected.
From the date of acquisition, Acorn contributed £2.6 million of revenue and profit of £0.4 million to profit
before tax from continuing operations of the group. If the combination had taken place at the beginning of the
year, revenue from continuing operations would have been £3.4 million and profit before tax from continuing
operations for the group would have been £0.5 million.
From the date of acquisition, Physiolistic contributed £1.2 million of revenue and profit of £0.4 million to profit
before tax from continuing operations of the group. If the combination had taken place at the beginning of the
year, revenue from continuing operations would have been £2.7 million and profit before tax from continuing
operations for the group would have been £0.3 million.
Goodwill has been recognised to reflect the synergies which the group believes are available to expand its
offering for Primary Care services in line with its strategic plan which reflect intangibles that cannot be
separately quantified. This goodwill is not deductible for tax purposes.
Purchase consideration transferred
£m | Cash flow on |
acquisition | |
Total purchase consideration | 10.3 |
Less : | |
Net cash acquired with the subsidiary | (1.0) |
Contingent consideration | (1.6) |
Net cash flow on acquisition | 7.7 |
The contingent consideration is to be paid based on performance of the companies in the twelve months
following acquisition. At the acquisition date management have recognised a financial liability of £1.6 million
for the estimated consideration payable, refer to note 24. This was calculated based on the forecasted
performance for the twelve-month period. The contingent consideration is capped at £3.66m for earnout.
Spire Healthcare Group plc
159
Annual Report and Accounts 2025
(£m) | Note | 2025 | 2024 |
ASSETS | |||
Non-current assets | |||
Investments | C9 | 844.8 | 843.7 |
Other receivables | C7 | 205.5 | 193.1 |
1,050.3 | 1,036.8 | ||
Current assets | |||
Other receivables | C7 | 323.9 | 281.9 |
Cash and cash equivalents | C6 | – | 0.1 |
323.9 | 282.0 | ||
Total assets | 1,374.2 | 1,318.8 | |
EQUITY AND LIABILITIES | |||
Equity | |||
Share capital | 22 | 4.0 | 4.0 |
Share premium | 830.0 | 830.0 | |
Capital redemption reserve | – | – | |
EBT share reserves | 22 | (4.2) | (0.9) |
Retained earnings | 536.8 | 469.4 | |
Total equity | 1,366.6 | 1,302.5 | |
Current liabilities | |||
Income tax payable | 7.0 | 6.9 | |
Trade and other payables | C8 | 0.6 | 9.4 |
Total liabilities | 7.6 | 16.3 | |
Total equity and liabilities | 1,374.2 | 1,318.8 |
The profit attributable to the owners of the company for the year ended 31 December 2025 was £78.2 million
(2024: £75.7 million).
The financial statements on pages
[164 to 168]
were approved by the board of directors on
[4 ]
March 2026 and
signed on its behalf by:
Justin Ash
Chief Executive Officer
Harbant Samra
Chief Financial Officer
Capital | ||||||
redemption | EBT share | Retained | ||||
(£m) | Share capital | Share premium | reserve | reserves | earnings | Total equity |
As at 1 January 2024 | 4.0 | 830.0 | – | (0.7) | 404.2 | 1,237.5 |
Profit for the year | – | – | – | – | 75.7 | 75.7 |
Purchase of own shares by EBT | – | – | – | (3.1) | – | (3.1) |
Share-based payment | – | – | – | – | 4.0 | 4.0 |
Utilisation of EBT shares | – | – | – | 2.9 | (2.9) | – |
Dividend paid | – | – | – | – | (8.5) | (8.5) |
Purchase of ordinary shares for | ||||||
cancellation | – | – | – | – | (3.1) | (3.1) |
As at 1 January 2025 | 4.0 | 830.0 | – | (0.9) | 469.4 | 1,302.5 |
Profit for the year | – | – | – | – | 78.2 | 78.2 |
Purchase of own shares by EBT | – | – | – | (8.7) | – | (8.7) |
Share-based payment | – | – | – | – | 1.6 | 1.6 |
Utilisation of EBT shares | – | – | – | 5.4 | (3.2) | 2.2 |
Dividend paid | – | – | – | – | (9.2) | (9.2) |
As at 31 December 2025 | 4.0 | 830.0 | – | (4.2) | 536.8 | 1,366.6 |
Company balance sheet
As at 31 December 2025
(Registered number 09084066)
Company statements of changes in equity
For the year ended 31 December 2025
Spire Healthcare Group plc
Overview
Strategic report
Governance report
Financial statements
Other information
160
Annual Report and Accounts 2025
(£m) | 2025 | 2024 |
Cash flows from operating activities | ||
Profit before taxation | 85.1 | 82.1 |
Dividend received | (57.5) | (55.4) |
Profit before taxation (excluding dividend received) | 27.6 | 26.7 |
Adjustments for: | ||
Share-based payments | 0.5 | 0.9 |
Interest income | (29.7) | (29.2) |
(1.6) | (1.6) | |
Movements in working capital: | ||
Increase in trade and other receivables | (24.7) | (39.1) |
Decrease in trade and other payables | (15.6) | – |
Net cash used in operating activities | (41.9) | (40.7) |
Cash flows from investing activities | ||
Dividend received | 57.5 | 55.4 |
Net cash generated from investing activities | 57.5 | 55.4 |
Cash flows from financing activities | ||
Proceeds from issue of shares by EBT | 2.2 | – |
Purchase of own shares by EBT | (8.7) | (3.1) |
Dividend paid to equity holders of the Parent | (9.2) | (8.5) |
Purchase of ordinary shares for cancellation | – | (3.1) |
Net cash used in financing activities | (15.7) | (14.7) |
Net decrease in cash and cash equivalents | (0.1) | – |
Cash and cash equivalents at beginning of year | 0.1 | 0.1 |
Cash and cash equivalents at end of year | – | 0.1 |
C1. Basis of preparation
The financial statements have been prepared in accordance with UK-adopted International Accounting
Standards (IAS) in accordance with the Companies Act 2006 and on an historical cost basis. The financial
statements are presented in UK sterling and all values are rounded to the nearest million pounds (£m), except
when otherwise indicated.
See Note 1 for general information about the company.
The financial statements have been prepared on a going concern basis as the directors believe there are no
material uncertainties that lead to significant doubt that the company can continue as a going concern until
June 2027 (see the going concern section in Note 2 for more detail).
The company applies consistent accounting policies, as applied by the group. To the extent that an accounting
policy is relevant to both group and company financial statements, refer to the group financial statements for
disclosure of the accounting policy. Material policies that apply to the company only are included as appropriate.
The company has used the exemption granted under s408 of the Companies Act 2006 that allows for the
non-disclosure of the income statement of the parent company.
The company did not have items to be reported as other comprehensive income; therefore, no statement of
comprehensive income was prepared.
C2. Significant accounting policies in this section
Investment in subsidiary
The company’s investment in subsidiary is carried at cost less provisions resulting from impairment. In testing
for impairment, the carrying value of the investment is compared to its recoverable amount, being its
value-in-use. In addition, market capitalisation is compared to the investments of the company when assessing
impairment requirements.
Share-based payments
The financial effect of awards by the company of options over its equity shares to employees of subsidiary
undertakings is recognised by the company in its individual financial statements as an increase in its
investment in subsidiaries with a credit to equity equivalent to the IFRS 2 cost in subsidiary undertakings. The
subsidiary, in turn, will recognise the IFRS 2 cost in its income statement with a credit to equity to reflect the
deemed capital contribution from the company.
Company statement of cash flows
For the year ended 31 December 2025
Notes to the parent company financial statements
For the year ended 31 December 2025
This section contains the notes to the company financial statements. The issued share capital and EBT share
reserves are consistent with the Spire Healthcare Group plc group financial statements. Refer to Note 22 of
the group financial statements.
C3. Other areas of accounting estimates in this section
Impairment testing of investment in subsidiary
The market capitalisation of the company is compared to the investment of the company to determine if there
is a trigger for impairment review. Management acknowledged indicators of impairment at the year end,
being, the net assets of the company are higher than that of the group’s consolidated net assets and that the
investment value including intercompany receivables exceeds the market capitalisation. The company’s
investment in its subsidiary has been tested for impairment by comparison against the underlying value of the
subsidiary’s assets, based on value-in-use calculated using the same assumptions as noted for the testing of
goodwill impairment in Note 15 of the group financial statements adjusted for the assumption that internal
and external borrowings including lease liabilities have been settled. See Note C9 for more detail.
C4. Staff costs and directors’ remuneration
The company had no employees during the year, except for the directors. The information on compensation
for the directors, being considered as the key management personnel of the company, is disclosed in Note C12.
C5. Auditor’s remuneration
During the year, the company obtained the following services from the company’s external auditor, as detailed
below:
(£’000)
2025
2024
Amounts payable to auditor in respect of:
Audit of the company’s annual financial statements
15.0
15.0
C6. Cash and cash equivalents
(£m)
2025
2024
Cash at bank
–
0.1
C7. Other receivables
(£m)
2025
2024
Amounts owed by subsidiary undertakings - current
323.9
281.9
The amounts owed by subsidiary undertakings bear interest at SONIA plus 2.05% (2024: SONIA plus 2.05%).
The amounts are unsecured and repayable on demand. No allowance for expected credit losses has been
included for amounts receivable from subsidiary undertakings as the provision rates are immaterial. As
described in the directors’ report, the group has sufficient resources to satisfy going concern and viability
considerations. All subsidiaries are under common control and resources could be made available for
settlement of debts as and when required.
(£m)
2025
2024
Amounts owed by subsidiary undertakings - non-current
205.5
193.1
The amounts owed by subsidiary undertakings bear interest at SONIA plus 2.05% (2024: SONIA plus 2.05%).
The amounts are unsecured and repayable on demand. No allowance for expected credit losses has been
included for amounts receivable from subsidiary undertakings as the provision rates are immaterial.
C8. Trade and other payables
(£m)
2025
2024
Amounts owed to subsidiary undertakings
–
8.8
Accruals
0.6
0.6
Trade and other payables
0.6
9.4
The amounts owed to subsidiary undertakings bear interest at SONIA plus 2.05% (2024: SONIA plus 2.05%).
The amounts are unsecured and repayable on demand.
C9. Investment in subsidiary
(£m)
Subsidiary
undertakings
Net book value
At 1 January 2024
840.6
Additions - IFRS 2 costs
3.1
At 1 January 2025
843.7
Additions - IFRS 2 costs
1.1
At 31 December 2025
844.8
Details of the company’s subsidiaries at the balance sheet date are in Note 17 to the group financial
statements.
At the year end, the investment in subsidiary were reviewed for indicators of impairment.
Management acknowledged indicators of impairment at the year end, being, the net assets of the company
are higher than that of the group’s consolidated net assets and that the investment value including
intercompany receivables exceeds the market capitalisation.
The recoverable amount of the investment is calculated by reference to its estimated value-in-use calculation
adjusted for the assumption that internal and external borrowings including lease liabilities have been settled.
In order to estimate the value-in-use, management has used trading projections covering the period to
December 2030 from the most recent board approved budget. The variables in the cash flows are
interdependent and reflect management’s expectations based on past experience and current market trends,
it takes into account both current business and committed initiatives. In addition, management consider the
potential financial impact from short-term climate change scenarios, and the cost of initiatives by the group
to manage the longer-term climate impacts.
Management determined that no impairment was required as the recoverable amount exceeds the carrying
amount by £533.4 million.
Notes to the parent company financial statements
continued
Spire Healthcare Group plc
Annual Report and Accounts 2025
161
C9. Investment in subsidiary
continued
Key assumptions
Management identified a number of key assumptions relevant to the value-in-use calculation, being EBITDA
growth over the five-year period, capital maintenance spend, discount rate and the long-term growth rate.
The assumptions are based on past experience and external sources of information.
The trading projections for the five-year period underlying the value in use reflect a growth in EBITDA. EBITDA
is dependent on a number of elements of the operating model over the longer term, including pricing trends,
volume growth and the mix and complexity of procedures and assumptions regarding cost inflation.
The group has used a pre-tax discount rate of 11.3% (2024: 11.5%).
A long-term growth rate of 2.0% has been applied to cash flows beyond 2030 based on long term view of
inflation and market conditions. Capital maintenance spend is based on historic run rates and our expectation
of the group’s requirements.
Management has performed a sensitivity analysis using reasonably possible changes for each key assumption,
keeping all other assumptions constant. The sensitivity analysis included an assessment of the break-even
point for each of the key assumptions.
The value in use calculation uses an average annual EBITDA growth over the five-year period of 9.2%. A
reasonably possible change in this key assumption would result in the elimination of headroom, being a
decrease in the average annual EBITDA growth rate to 5.3% per annum over the five year period. The pre-tax
discount rate, long-term growth rate and the capital maintenance assumptions did not identify a reasonable
possible change that would result in the elimination of headroom.
Due to the well-publicised slowdown in NHS commissioning activity to the independent sector and due to
budgetary restrictions impacting the business. Management performed an additional sensitivity analysis using
a reasonably possible change in NHS revenue, keeping all other assumptions constant. The sensitivity analysis
resulted in the reduction of headroom of £48.9 million to 484.5 million.
As a result, management believe that some of the key impairment review assumptions constitute a major
source of estimation uncertainty as they consider that there is a significant risk of a material change to its
estimate of these assumptions within the next 12 months.
C10. Capital management and financial instruments
The capital structure of the company comprises issued capital, reserves and retained earnings as disclosed
in the company statement of changes in equity totalling £1,366.6 million as at 31 December 2025
(2024: £1,302.5 million), and cash amounted to Nil (2024: £0.1 million).
Credit risk
As at 31 December 2025, the company had amounts owed by subsidiary undertakings of £529.4 million
(2024: £475.0 million). The company’s maximum exposure to credit risk from these amounts is £529.4 million
(2024: £475.0 million).
Liquidity risk
The company finances its activities through its investment in subsidiary undertakings.
The company anticipates that its funding sources will be sufficient to meet its anticipated future
administrative expenses and dividend obligations as they become due over the next 12 months.
Dividends paid in the year:
(£m)
2025
2024
Final dividend for the year ended 31 December 2023 (2.1 pence per share)
–
8.5
Final dividend for the year ended 31 December 2024 (2.3 pence per share)
9.2
–
Total dividends paid
9.2
8.5
Since the end of the financial year, the directors have proposed a final dividend of approximately 1.5 pence per
share. The dividend is subject to approval by shareholders at the Annual General Meeting and is therefore not
included in the balance sheet as a liability at 31 December 2025.
Financial assets: carrying amount and fair value:
(£m)
2025
2024
Loans and receivables
Cash and cash equivalents
–
0.1
Amounts owed by subsidiary undertakings
529.4
475.0
Total financial assets
529.4
475.1
The above financial assets are not impaired.
Financial liabilities: carrying amount and fair value:
(£m)
2025
2024
Amortised cost
Amounts owed to subsidiary undertakings
–
8.8
Total financial liabilities
–
8.8
All of the above financial liabilities have a maturity of less than one year.
The fair value of financial assets and liabilities approximates their carrying value.
Market risk
Interest rate risk and sensitivity analysis
As at 31 December 2025 the company had short-term borrowings of Nil (2024: £8.8 million) owed to subsidiary
undertakings, which are repayable on demand and bear interest at SONIA plus 2.05% (2024: SONIA plus 2.05%).
Interest on these borrowings in the year amounted to Nil (2023: Nil) and the directors do not perceive that
servicingthisdebtposesanysignificantrisktothecompanygivenitssizeinrelationtothecompany’snetassets.
IFRS 7 Financial Instruments: Disclosures required a market risk sensitivity analysis illustrating the fair values
of the company’s financial instruments and the impact on the company’s income statement and shareholders’
equity of reasonably possible changes in selected market risks. Excluding cash and cash equivalents, the
company has no financial assets or liabilities that expose it to market risk, other than the amounts owed by/to
subsidiary undertakings of £529.4 million (2024: £475.0 million) and Nil (2024: £8.8 million) respectively. The
directors do not believe that a change of 25 basis points in the SONIA interest rates will have a material impact
on the company’s income statement or shareholders’ equity.
Notes to the parent company financial statements
continued
Spire Healthcare Group plc
Annual Report and Accounts 2025
162
Governance report
Overview
Strategic report
Financial statements
Other information
C11. Financial guarantees
The below financial guarantees have been assessed in line with the requirements of IFRS 9.
Lease arrangements with a consortium of investors
The company has given a guarantee to a consortium of investors, comprising Malaysia’s Employees Provident
Fund (EPF), affiliated funds of Och-Ziff Capital Management group and Moor Park Capital, in relation to the sale
of 12 of the Spire Healthcare group’s property-owning companies on 17 January 2013. From 17 January 2025,
the total third-party annual commitments of the group under these leases increased to £73.6 million (2024:
£71.1 million) per annum following annual indexation in line with RPI.
As a result of the sale, the group has long-term institutional lease arrangements (up to December 2042, subject
to renewal or extension), with the landlord for each of the 12 properties. The leases include key terms such as
annual rental covenants and minimum levels of capital expenditure invested by the group. The capital
expenditure covenants measured on an average basis over each five-year period during the term of the leases,
require the group to incur, in total, £5.0 million of maintenance capital expenditure and £3.0 million of
additional capital expenditure on the portfolio of 12 hospitals each year, such being subject to indexation in
line with RPI. If the minimum rent cover ratio is not met, the group is required to enter into an asset
performance recovery plan in order to comply with the covenants, but no default would be deemed to have
occurred. The company is a party to this guarantee. As at 31 December 2025 the group complied with the
required covenants and the lease liability held on the consolidated balance sheet is £650.0 million (2024: £645.0
million).
Based on the liquidity and expected cash generation of Spire Healthcare Limited, the expected credit loss in
respect of these financial guarantees, as at 31 December 2025, is not considered to be significant. As a result,
no liability has been recorded (2024: Nil).
Lease agreements entered into by Classic Hospitals Limited (novated to Spire Healthcare Limited)
Under lease agreements entered into on 26 January 2010 by Classic Hospitals Limited, a subsidiary undertaking
of the company, the company has undertaken to guarantee the payment of rentals over the lease term to
August 2040, and to ensure that the other covenants in the lease are observed. The lease has been moved to
Spire Healthcare Limited, another subsidiary undertaking of the company, to allow Classic Hospitals Limited to
enter Members’ Voluntary Liquidation as part of the entity rationalisation carried out during the 2021 financial
year. The initial rentals payable under the leases in 2010 were £6.3 million per annum, which will be subject
to an increase in future years. As part of these arrangements, the assets of the company are subject to a fixed
and floating charge in the event of a default. As at 31 December 2025, there was no breach in the required
covenants and the lease liability held on the Consolidated balance sheet is £84.0 million (2024: £81.2million).
Based on the liquidity and expected cash generation of Spire Healthcare Limited, the expected credit loss in
respect of these financial guarantees, as at 31 December 2025, is not considered to be significant. As a result,
no liability has been recorded (2024: Nil).
C12. Related party transactions
The company’s subsidiaries are listed in Note 17 to the group financial statements. The following table provides
the company’s balances that are outstanding with subsidiary companies at the balance sheet date:
(£m)
2025
2024
Amounts owed from subsidiary undertakings – Spire Healthcare Finance Limited,
Spire Healthcare Limited and Spire Healthcare (Holdings) Limited
529.4
475.0
Amounts owed to subsidiary undertakings – Spire Healthcare Limited
–
(8.8)
Net amounts owed from subsidiary undertakings
529.4
466.2
The amounts outstanding are unsecured and repayable on demand.
The following table provides the company’s transactions with subsidiary companies recorded in the profit for
the year:
(£m)
2025
2024
Amounts invoiced to subsidiaries
74.7
128.3
Amounts invoiced by subsidiaries
(19.1)
(71.8)
Dividend received from subsidiaries
57.5
55.4
Amounts invoiced to/by subsidiaries relate to general corporate purposes.
Directors’ remuneration
The remuneration of the non-executive directors of the company is set out below. Further information about
the remuneration of individual directors is provided in the audited part of the directors’ remuneration report
on
[pages 111 to 122]
.
(£m)
2025
2024
Short term employee benefits*
1.0
1.0
Share-based payments*
0.5
1.0
Total
1.5
2.0
*
Emoluments and share-based payment charges for the executive directors are borne by a subsidiary company, Spire Healthcare Limited.
Share-based payment related charges for the Executive Chairman prior to Admission (ie directors’ Share Bonus Plan) are also borne by
a subsidiary company, Spire Healthcare Limited. Please refer to
[Note 29]
of the group consolidation statements.
Directors’ interests in share-based payment schemes
Refer to Note 29 to the group financial statements for further details of the main features of the schemes
relating to share options held by the chairman, executive directors and senior management team.
C13. Events after the reporting period
There have been no events to disclose after the reporting date.
Notes to the parent company financial statements
continued
Spire Healthcare Group plc
Annual Report and Accounts 2025
163
Shareholder information
Spire Healthcare group websites
Shareholders are encouraged to visit our websites at www.spirehealthcare.com, www.vitahealthgroup.co.uk,
www.londondoctorsclinic.co.uk and spireoccupationalhealth.com which have a wealth of information about
the group and the services it offers.
There is a section designed specifically for investors at www.investors.spirehealthcare.com where shareholder
and media information can be accessed. The 2025 annual report and accounts and the notice of the 2026
annual general meeting can also be viewed there.
Registered office and group head office
Spire Healthcare Group plc
3 Dorset Rise
London EC4Y 8EN
Tel +44 (0)20 7427 9000
Fax +44 (0)20 7427 9001
Registered in England and Wales No. 09084066
Shareholder enquiries
All written shareholder enquiries regarding your shares should be addressed to the company’s share registrar at
the address on page 165, or as follows:
Equiniti Limited
Tel (UK only) 0371 384 2030
Tel (non-UK) +44 371 384 2030
For deaf and speech impaired shareholders, Equiniti welcomes calls via Relay UK. For more information please
visit www.relayuk.bt.com.
Managing your shares
Please contact our registrar, Equiniti Limited, to manage your shareholding if you wish to:
–
Register for electronic communications
–
Transfer your shares
–
Change your registered name or address
–
Register a lost share certificate and obtain a replacement
–
Consolidate your shareholdings
–
Manage your dividend payments
–
Notify the death of a shareholder
When contacting Equiniti Limited or registering online, you should have your shareholder reference number at
hand. This can be found on your share certificate or latest dividend confirmation. You can manage your
shareholding online by registering for Shareview at www.shareview.co.uk. This website has a ‘frequently asked
questions’ section which addresses the most common shareholder problems.
All other shareholder enquiries not related to the share register should be addressed to the company secretary
at the registered office or emailed to companysecretary@spirehealthcare.com.
Electronic shareholder communications
Registering for online communications gives shareholders more control of their shareholding. The registration
process is via our registrar’s secure website at www.shareview.co.uk. Once registered you will be able to:
–
Elect how we communicate with you
–
Amend your details
–
Amend the way you receive dividends
–
Buy or sell shares online
This does not mean shareholders can no longer receive paper copies of documents if they so wish. We are able
to offer a range of services and tailor communication to meet your needs.
Share dealing services
UK resident shareholders can sell shares on the internet or by phone using Equiniti Limited’s Shareview Dealing
facility by either logging onto www.shareview.co.uk/dealing or by calling 0345 603 7037 between 8.00am and
4.30pm on any business day (excluding bank holidays).
In order to gain access to this service, the shareholder reference number is required, which can be found at the
top of the your share certificate or latest dividend confirmation.
ShareGift
It may be that you have a small number of shares which would cost you more to sell than they are worth. It is
possible to donate these to ShareGift, a registered charity, who provide a free service to enable you to dispose
charitably of such shares. There are no implications for Capital Gains Tax purposes (no gain or loss) on gifts of
shares to charity and it is also possible to obtain income tax relief. More information on this service can be
obtained from www.sharegift.org or by calling +44 (0)207 930 3737.
Dividend mandate
If you are a shareholder who has a UK bank or building society account, you are recommended to arrange
payment electronically through a bank or building society mandate. There is no fee for this service and
notification confirming details of any dividend payment will be sent to your registered address. Please contact
Equiniti on 0371 384 2030 or download an application form from www.shareview.co.uk.
Overseas dividend payment service
Equiniti Limited provides a dividend payment service to over 30 countries that automatically converts
payments into the local currency by an arrangement with Citibank Europe PLC. Further details, including an
application form and terms and conditions of the service, are available on www.shareview.co.uk or from
Equiniti Limited by calling +44 371 384 2030 or writing to them at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA (please quote Overseas Payment Service with the company name and your shareholder
reference number).
Spire Healthcare Group plc
Annual Report and Accounts 2025
164
Governance report
Overview
Strategic report
Financial statements
Other information
Shareholder information
continued
Shareholder security
From time-to-time, in common with other listed companies, shareholders may receive unsolicited phone calls
or correspondence concerning investment matters. These are typically from overseas-based ‘brokers’ who
target UK shareholders, using persuasive and high-pressure tactics to lure investors into scams in what often
turn out to be worthless, non-existent or high-risk shares in US or UK investments. These operations are
commonly known as ‘boiler rooms’.
Shareholders are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers
of free company reports. Further information on how to avoid share fraud or to report a scam can be found
on our website at www.spirehealthcare.com.
2026 financial calendar
2026 annual general meeting
14 May 2026
Final dividend record date
22 May 2026
Final dividend payment date
19 June 2026
Announcement of 2026 half-year results
30 July 2026
Analysis of ordinary shareholders
Holding of ordinary shares as at 31 December 2025
Private
Institutional and other
Total
Investor type
2025
2024
2025
2024
2025
2024
Number of holders
161
153
362
341
523
494
Percentage of holders
30.78%
30.97%
69.22%
69.03%
100%
100%
Percentage of shares held
0.42%
0.28%
99.58%
99.72%
100%
100%
1–1,000
1,001–50,000
50,001–500,000
500,001+
Investor type
2025
2024
2025
2024
2025
2024
2025
2024
Number of holders
84
87
253
226
116
117
70
64
Percentage of holders
16.06%
17.61%
48.37%
45.75%
22.18%
23.68%
13.38%
12.96%
Percentage of shares held
0.01%
0.01%
0.80%
0.69%
5.36%
5.31%
93.84%
93.99
Corporate advisers
Auditor
Ernst & Young LLP
1 More London Place
London SE1 2AF
Brokers
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Berenberg
60 Threadneedle St
London EC2R 8HP
Legal advisers
Freshfields Bruckhaus
Deringer LLP
100 Bishopsgate
London EC2P 2SR
Remuneration consultants
Deloitte LLP
2 New Street Square
London EC4A 3BZ
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
1. Private
30.78%
2. Institutional and others
69.22%
1
2
1. 1-1,000
16.06%
2. 1,001-50,000
48.37%
3. 50,001-500,000
22.18%
4. 500,001+
13.38%
1
2
3
4
Shareholders percentage by shareholder
Shareholders percentage by shareholding
Spire Healthcare Group plc
Annual Report and Accounts 2025
165
Alternative performance measures definitions
Performance measure
Definition
Purpose
Adjusted operating profit;
or, adjusted EBIT
Operating profit, less adjusting
items before interest and tax
Provides a comparable measure of
operating profit performance over time
Conversion of adjusted
EBITDA to cash
Adjusted EBITDA divided by
operating cash flows before
adjusting items and taxation
Intends to show the group’s efficiency
at converting adjusted EBITDA into cash
Adjusted EBITDA
Adjusted EBITDA is calculated as
operating profit, adjusted to add
back depreciation, and adjusting
items
Adjusted EBITDA shows the group’s
earning power independent of capital
structure and tax situation with the
purpose of simplifying comparisons
with other companies in the same
industry as it excludes non-cash
accounting entries, such as depreciation
Adjusted EBITDA margin
Adjusted EBITDA as a percentage
of revenue
Provides a comparable performance
metric, expressed as a percentage
of revenues
Comparable basis
Financial information where we
have deducted the contribution
from Spire Tunbridge Wells (sold on
31 March 2024), Acorn Occupational
Health Limited (acquired on
31 March 2025) and Physiolistic
Limited (acquired on 30 July 2025)
To provide a meaningful comparison
to prior year financial information
Net debt
Interest-bearing liabilities, less cash
and cash equivalents
Measurement of net group
indebtedness for covenant purposes
Net bank debt
Interest-bearing liabilities, excluding
borrowing costs, less cash and cash
equivalents
Measurement of net group
indebtedness
Pre IFRS 16
Reported numbers before applying
the effects of IFRS 16 leases
To provide an understanding of the
impact of IFRS 16 to the reported
numbers and allow comparison
to previously reported numbers
Net debt/EBITDA
Net debt at the end of the period
divided by EBITDA
Indicates the group’s ability to service
its debt from cash earnings
Clinical staff costs as a
percentage of revenue
Clinical staff costs and medical fees
as a percentage of revenue
Provides a comparable measure of
cost performance over time in relation
to revenue activity
Other direct costs as a
percentage of revenue
Other direct costs include,
direct costs and medical fees
as a percentage of revenue.
Provides a comparable measure of
cost performance over time in relation
to revenue activity.
Spire Healthcare Group plc
Annual Report and Accounts 2025
166
Governance report
Overview
Strategic report
Financial statements
Other information
Glossary
GP
General practitioner
GPG
Gender Pay Gap
Group
Spire Healthcare Group plc
and its subsidiaries
HD
Hospital director
HGV
Heavy Goods Vehicle
Health &
Safety Act
The Health & Safety at Work etc
Act 1974
HIS
Health Improvement Scotland
HIW
Health Inspectorate Wales
HMRC
HM Revenue and Customs
HSE
Health and Safety Executive
ICBs
Integrated Care Boards: NHS
organisation which plans how to
meet local population health needs,
associated budget and provision
ICSs
Integrated Care Systems: Partnerships
of NHS organisations, local authorities
and others to collectively plan services
IFRS
International Financial Reporting
Standards, as adopted by the EU
IPO
initial public offering of shares
to certain institutional and
other investors
IRIS
Inclusive Recognition
of Inspirational Staff
ISO 14001
environmental management system
ISO 18001
health and safety
management system
JAG
accreditation
The Joint Advisory Group on
Gastrointestinal Endoscopy (JAG)
accreditation: formal recognition
an endoscopy service has the
competence to deliver against
measures in the Endoscopy Global
Rating Scale standards
KPI
key performance indicator
LDC
London Doctors Clinic (trading
name for the private GP element
of The Doctors Clinic Group Ltd)
Listing Rules
the listing rules of the FCA made
under section 74(4) of the Financial
Services and Markets Act 2000
LTIP
Long Term Incentive Plan
MAC
Medical advisory committee
MHFA
Mental Health First Aid
MQEM
Macmillan Quality Environment Mark
MRI
Magnetic resonance imaging
NDC
Spire Healthcare’s national
distribution centre in Droitwich
NE
Never event
NHS
the National Health Services in
England, Scotland, Wales and
Northern Ireland, collectively
NI
National Insurance
NIC
National Insurance Contributions
NJR
National Joint Registry: records,
monitors, analyses and reports
on performance outcomes in joint
replacement surgery
The following definitions apply throughout the
2025 Annual Report, unless the context requires
otherwise:
Act
The Companies Act 2006, as amended
Acute care
active but short-term treatment for
a severe injury or episode of illness
Adjusted
EBITDA
Adjusted EBITDA is calculated as
operating profit, adjusted to add back
depreciation, and adjusting items
Admission
the admission of the shares to the
premium listing segment of the
Official List and to trading on the
London Stock Exchange’s main
market for listed securities
AHP
Allied health professional
ARPC
Average revenue per case
Articles
the articles of association
of the company
Board
the board of directors of the company
CAGR
compound annual growth rate
Cardiology
specialty which encompasses
the treatment of patients with
cardiovascular disease
CCU
Critical care unit
CGSC
Clinical governance
and safety committee
CMA
the UK Competition
and Markets Authority
Company
Spire Healthcare Group plc
CQC
Care Quality Commission
CO
2
e
carbon dioxide equivalent
CRM
customer relationship management
system/software
CT
computerised tomography
DAISY
Diseases Attacking the
Immune System
DCG
The Doctors Clinic Group Ltd
(include London Doctors Clinic
and Spire Occupational Health)
Directors
the executive directors and
non-executive directors
DMR
Dry mixed recycling
DSBP
Deferred Share Bonus Plan
EBITDA
Earnings before interest, tax,
depreciation and amortisation
EPS
earnings per share
eRS
Electronic Referral System
Executive
directors
the executive directors
of the company
FCA
the Financial Conduct Authority
FRC
the Financial Reporting Council
FTSUG
Freedom to Speak Up Guardian
GDP
gross domestic product
GDPR
General Data Protection Regulation
GHG
greenhouse gas
GIRFT
Getting it Right First Time
GMC
General Medical Council
Spire Healthcare Group plc
Annual Report and Accounts 2025
167
Glossary
continued
Non-
executive
directors
the non-executive directors
of the company
Official List
the record of whether a company’s
shares are officially listed, maintained
by the FCA (the UKLA Official List)
Oncology
specialty which encompasses the
treatment of people with cancer
PHIN
Private Healthcare Information
Network
PMI
Private medical insurers or insurance
PPE
property, plant and equipment
PROMs
Patient Reported Outcome Measures
PSIRF
Patient Safety Incident Response
Framework
QI
Quality Improvement
Registrar
Equiniti Limited
Registration
regulations
the Care Quality Commission
(Registration) Regulations 2009
REGO
Renewable energy guarantees
of origin
Regulated
activities
regulations
the Health and Social Care Act 2008
(Regulated Activities) Regulations 2010
RIDDOR
Reporting of Injuries, Diseases and
Dangerous Occurrences Regulations
ROCE
return on capital employed
RCP
Representative Concentration Pathway
SAP
global software developer/software
SECR
Streamlined Energy
and Carbon Reporting
Self-pay
when a procedure or treatment
provided is funded by the patient
directly
SEQOHS
Safe Effective Quality Occupational
Health Service, benchmarks for
occupational health services
Shareholders
the holders of shares in the capital
of the company
Shares
the ordinary shares of 1 pence each in
the company, having the rights set out
in the articles
SQR
Safety, quality and risk committee
tCO
2
e
tonnes of carbon dioxide equivalent
TSR
total shareholder return
UK
the United Kingdom of Great Britain
and Northern Ireland
UKAS
UK Accounting Standards
UK Code
the UK Corporate Governance Code
issued by the Financial Reporting
Council, as amended from
time-to-time
VHG
Vita Health Group
VTE
Venous thromboembolism
YOY
Year-on-year
Forward-looking statements
Important information: forward-looking statements
These materials contain certain forward-looking statements relating to the business of Spire Healthcare Group
plc (the ‘company’) and its subsidiaries (collectively, the ‘group’), including with respect to the progress, timing
and completion of the group’s development, the group’s ability to treat, attract, and retain patients and
customers, its ability to engage consultants and GPs and to operate its business and increase referrals, the
integration of prior acquisitions, the group’s estimates for future performance and its estimates regarding
anticipated operating results, future revenue, capital requirements, shareholder structure and financing. In
addition, even if the group’s actual results or development are consistent with the forward-looking statements
contained in this presentation, those results or developments may not be indicative of the group’s results or
developments in the future. In some cases, you can identify forward-looking statements by words such as
‘could,’ ‘should,’ ‘may,’ ‘expects,’ ‘aims,’ ‘targets,’ ‘anticipates,’ ‘believes,’ ‘intends,’ ‘estimates,’ or similar words.
These forward-looking statements are based largely on the group’s current expectations as of the date of this
presentation and are subject to a number of known and unknown risks and uncertainties and other factors
that may cause actual results, performance or achievements to be materially different from any future results,
performance or achievement expressed or implied by these forward-looking statements. In particular, the
group’s expectations could be affected by, among other things, uncertainties involved in the integration of
acquisitions or new developments, changes in legislation or the regulatory regime governing healthcare in the
UK, poor performance by consultants who practice at our facilities, unexpected regulatory actions or
suspensions, competition in general, the impact of global economic changes, and the group’s ability to obtain
or maintain accreditation or approval for its facilities or service lines. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements made during this presentation will in fact be
realised and no representation or warranty is given as to the completeness or accuracy of the forward-looking
statements contained in these materials.
The group is providing the information in these materials as of this date, and we disclaim any intention or
obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Spire Healthcare Group plc
Annual Report and Accounts 2025
168
Governance report
Overview
Strategic report
Financial statements
Other information
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Spire Healthcare Group plc
3 Dorset Rise
London
EC4Y 8EN
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