Thank you for standing by and welcome to the Australian Clinical Labs Limited Annual General Meeting 2025. I would now like to hand the conference over to Stephen Roach, Chair. Please go ahead.
Good morning, everyone, and welcome to ACL's 2025 AGM. My name is Stephen Roach, and I have the privilege of being the new Chair of your Board, having succeeded from Michael Ulsher earlier this year. I would like to start by acknowledging the traditional custodians of the land on which we meet today, for which for me here in Northwest Sydney is the Dirug people. I also acknowledge the traditional custodians of country throughout Australia and the places from which our participants join us for this virtual AGM and their connections to land, sea, and community. I pay my respects to their elders past and present and extend that respect to Aboriginal and Torres Strait Islander peoples here today. I have been informed by our Company Secretary that we have a quorum present, and I now declare the meeting open.
Before we begin with today's agenda, I would like to introduce my fellow Board members and key executives who are present at the AGM today. Here in Sydney, I am joined by the Chair of our Remuneration and Nominations Committee, Christine Bartlett, the Chair of our Audit and Risk Committee, Mark Haberlin, and also my fellow non-executive directors, Sarah Butler, Grant Jeffery, and Leanne Rowe. In addition, our Executive Director and Chief Executive Officer, Melinda McGrath, our Chief Financial Officer, Matthew Cordingley, and our Company Secretary, Eleanor Padman, also join us from Sydney. Joining us virtually from Melbourne is ACL's Auditor, Mr. Stephen Whitchurch from Pitcher Partners. Stephen will be available to answer questions that shareholders may have in relation to the 2025 financial statements and the conduct of the 2025 audit.
I will now take a moment to explain the interactive features of the webcast platform that we are using today. A virtual meeting online guide was sent to shareholders with the notice of meeting, and I will now run through the key features. To vote, you will need to register by clicking on the 'Getting a Voting Card' button and providing your security holder number and postcode. If you are an appointed proxy, please enter the proxy number issued by MUFG in the proxy details section. Once you have registered, your voting card will appear with the resolutions to be voted on by shareholders during today's meeting. You may need to use the scroll bar to review all resolutions. On your voting card, you will see an option to enter a full vote or partial vote. To vote, you can click 'For', 'Against', or 'Abstain'.
If you wish to submit a partial vote, please enter the number of votes you wish to lodge from the total you see displayed for each resolution. Once you have finished voting on all resolutions, please click 'Submit Vote.' At the end of the meeting, a countdown timer will appear, and voting will end five minutes after the close of the meeting. Please ensure you get your votes in on time. To ask questions, shareholders can simply click 'Ask a Question.' Depending on the volume of questions, we will focus on answering the most frequently asked questions. I would ask that you confine your questions and comments to the business of the AGM. If there is a technical issue that impacts the webcast, we ask for your patience while we work to address it as quickly as we can.
If a technical issue results in me being unable to continue to chair today's meeting for a period of time, Mr. Mark Haberlin is appointed Chair in my place and will continue with the meeting until the technical issues are resolved. The notice of meeting for the AGM was made available to all shareholders, and I propose that it be taken as read. The notice of meeting can be found on our website under the Investor Centre tab, and there is also a link on the AGM platform if you wish to download it from there. Today, I will begin with my Chair's address, and then I will invite our Chief Executive Officer and Executive Director, Ms. Melinda McGrath, to provide an overview of the financial year 2025 financial and operational achievements and the financial year 2026 trading today. We will then move to the formal part of the meeting.
The notice of meeting that was sent to shareholders contains six resolutions and a potential seventh resolution depending on the outcome of the resolution in respect of the 2025 Remuneration Report. We will take questions as we address each item of business, and we will try to move at pace to ensure that we complete the agenda in our allocated time. This year, we enter our fifth year since Australian Clinical Labs listed on the ASX. It's a moment to reflect not only on our financial and operational achievements, but also on the values and purpose that guide us today. ACL has continued to evolve as a national leader and provider of pathology services. We've grown our footprint, deepened our capabilities, and continued our strategic focus. We are in a strong position for the years ahead.
From a board point of view, our focus has remained consistent: performance and strategic oversight, and a long-term value creation for shareholders. In financial year 2025, this discipline was tested by macroeconomic headwinds, inflationary pressures, and a shifting healthcare landscape. Yet ACL delivered a robust performance, demonstrating resilience and agility. In the financial year, ACL generated revenue of $740 million, which was a 6.4% increase in revenue compared to the previous year and ahead of market growth. We achieved an underlying EBIT growth of $68 million, which was 8.7% ahead of the previous year. We returned $44 million to shareholders, both in $25 million in dividends and $19 million via a share buyback. I also wish to highlight our progress on environmental, social, and governance priorities.
These initiatives are not just good business; they reflect our belief that long-term success must be built on ethical foundations, strong governance, community stewardship, and environmental responsibility. This year, ACL made meaningful strides in our ESG journey. To highlight a few of our achievements: a patient Net Promoter Score of 79 from over 400,000 responses. We further optimized our courier network, reducing fleet travel by over 1 million kilometers, lowering emissions, and improving logistics. We cut packaging waste by 32,000 kilograms, reflecting our commitment to responsible operations. We achieved our board diversity target of 40/40/20. We launched our reconciliation action plan, a significant step in supporting Indigenous engagement and cultural awareness. There are a number of other matters that are appropriate for me to make comment on.
Firstly, this month, ACL reached a settlement with the Office of the Australian Information Commissioner to resolve the civil penalty proceedings stemming from a cyber attack on Medlab Pathology that took place in February 2022, in the period immediately after completion of the acquisition. As part of this settlement, ACL agreed to pay a penalty of $5.8 million in relation to contraventions of the Privacy Act 1988, and a contribution of $400,000 towards the OAIC's legal costs. I must reinforce that there is no expected material impact on the ongoing operations or financial position of ACL beyond the agreed settlement amount. The Board considered this settlement and the position, resolving that it would allow ACL to move forward with certainty and focus on our strategic objectives. Looking ahead, the Board is excited by ACL's strategic direction and the opportunities for the business to prosper.
We continue to examine acquisition opportunities, expand our operational and clinical capabilities, and deliver value to shareholders and patients alike. I would like to thank my fellow directors and the entire team at ACL for their commendable efforts and their steadfast commitment to our mission and relentless focus on continuous improvements in all aspects of our performance. In closing, I want to thank our shareholders for your continued support of the company's development. I'll now hand you over to Melinda for her overview of the 2025 year. Thank you, Melinda.
Thank you, Stephen. Good morning, and thank you for participating in our AGM for 2025. Financial year 2025 was a year of disciplined execution, strategic growth, and operational excellence. Despite challenges in the external environment, we delivered strong results and advanced our transformation agenda to position the business for the years to come. Some of the key financial highlights from financial year 2025 include revenue of $741.3 million, a 6.4% increase year on year, and slightly ahead of the broader market growth. Underlying EBIT rose 8.7% to $68 million, with a particularly strong second-half EBIT margin of 10.9%. Underlying earnings per share increased 13.4% to $0.178. Free cash flow increased 30.2%, enabling both reinvestment and shareholder returns. In addition, net debt was reduced by $8.4 million, strengthening our balance sheet and financial flexibility.
Our unified national laboratory information system continues to be a cornerstone of our efficiency and the continued transformation and development of the business. It links referrals from doctors to workflows, billing, and patient results delivery across the country, reducing cost and duplication and enabling first-to-market innovation. This single platform, in addition to our performance culture, will sustain our continued performance in future years as we further progress our revenue and efficiency initiatives and drive them out uniformly across the country. Some operational highlights for this year include a 12.3% increase in lab efficiency, measured by episodes per full-time equivalent staff member, and an 8% improvement in logistics, saving over 1.1 million kilometers in fleet travel. Labor costs reduced to 43% of revenue, reflecting disciplined workforce management, and the rollout of AI and back-office functions, laying the groundwork for automation and future scalability.
These achievements are the result of a relentless focus on process optimization, investment in technology, and team collaboration on a national basis. We continue to focus on our strategic growth pillars as outlined in our results presentations, being a disciplined expansion of our network footprint, strategic new business such as development and commercialization of new tests or partnerships, strategic acquisition including growth of our Sun Doctor GP practices, revenue initiatives enabled via our digital billing project, operational improvement via certain AI and digital initiatives, and we're continuing to design and study the feasibility of our Lab of the Future initiative. By the end of financial year 2027, we expect at least $8 million in additional EBIT from these initiatives. These initiatives are platforms for scalable growth, margin expansion, and enhanced patient outcomes.
Looking ahead, as provided in our August results for financial year 2026, we are guiding to revenue of between $760 million to $780 million and EBIT between $67 million to $73 million. Australian Clinical Labs reconfirms this guidance range, notwithstanding that market volume in the first three months of financial year 2026 has been relatively flat year on year. It's important to note that this first quarter is in comparison to a very strong growth period in the same quarter in the prior year, so this is not entirely unexpected. Specific revenue and billing initiatives previously outlined have so far shown positive outcomes, which is partially offsetting the slower market growth. The fee cuts introduced from July 1 have been offset by revenue initiatives and method changes as expected and built into our guidance.
These revenue initiatives primarily relate to non-Medicare billing price enhancements and the digitalization of our billing process that enable us to bill patients upfront. We continue to drive innovation across our operations, including machine learning and AI, which enhances productivity and efficiency, and we manage labor to volume. As a result, profitability for quarter one is in line with our expectations. I also want to make a comment on the gender under-evaluation case in front of the Fair Work Commission, ruling planned to be late 2025 or early 2026. I draw attention to the submission made by the Commonwealth to the Fair Work Commission on or about September 12, 2025, in respect of Health Professionals and Support Services Award 2020, which states that the proposed changes to the classification structure should be phased in and should commence no earlier than six months after the final decision.
As would be expected, we continue to closely monitor this process and the projected timetable for the Commission's final position. We are pleased today to announce a new on-market share buyback program to be executed over the next 12 months. The program will give the company the opportunity to buy back up to 19.5 million shares, representing approximately 10% of ACL's outstanding share capital, which does not require shareholder approval under the 10-12 rule in the Corporations Act. We believe that the share buyback provides an opportunity to increase shareholders' returns without compromising the company's strong balance sheet, while also accommodating accretive investment opportunities.
It should be noted, though, that the total number of shares bought back and when they are purchased will be subject to the Board's ongoing view of what is most beneficial to the efficient capital management of the company and may not be up to the maximum number of 19.5 million shares. I want to take a moment to thank our incredible team. With leadership from our management teams, pathologists, and scientists, and focus on efficient and effective patient service by all team members, we've delivered excellence through a transformative year. To my fellow shareholders, thank you for your investment in the company and your ongoing support of its development. Thank you. Back to you, Stephen.
Thank you, Melinda. I would now like to proceed with the formal business of the meeting. Before we start, shareholders will be aware that yesterday Dr. Leanne Rowe announced her resignation from the Board for personal reasons. Let me say that Leanne has made a significant contribution to the Board in the last four years, and her medical and clinical expertise has been of great benefit to ACL. We are very sorry to see her go and wish her all the best for the future. This does mean that there is therefore a change to the resolutions to be put to the meeting today, and that Resolution 5, which related to Leanne's re-election as a Director, will no longer be put to the meeting.
In the interest of transparency, I think it is also worth noting that on the basis of proxy votes we have received to date, there was every indication that Leanne would have been comfortably re-elected as a Director. The first item of business is to table and consider the financial statements for the year-end of 30 June 2025, together with the Director's Report and Auditor's Report, which are included in our 2025 Annual Report and which have been published on our website. I formally table the 2025 financial statements of ACL for the financial year ended 30 June 2025, the Director's Report, and the Auditor's Report, and I will take all of these reports as read. We will now take any questions submitted via the virtual meeting platform.
Are there any questions for Melinda or myself in relation to the company's performance or any of the matters raised by Melinda in her address?
Stephen, I've had one question from Wayne Arthur. His question is about the share buyback, asking why you are using money to buy the share, to buy back the shares, and mentioning that the company has $51 million in franking credits and that in his view, the benefit to shareholders would be to increase the dividends rather than to use the capital as for a buyback.
Thank you for the question, Wayne. Let me say that the Board has considered a range of alternatives in relation to our capital allocation and what we consider is in the best interest of shareholders. I do understand the balance around franking credits, and that could be considered at a future point in time, but as we sit here today, the Board has resolved that the best use of capital is in effect the share buyback program that we've released today. Thank you.
Stephen, there are no further questions on this item of business.
Are there any questions in respect of the 2025 financial statements for the Auditor?
Stephen, there are no questions for the Auditor.
Thank you. The first formal resolution then is to consider the re-election of Ms. Sarah Butler in accordance with the Corporations Act and ACL's Constitution. Sarah is one of our newest Directors and was appointed to the Board as a casual vacancy on the 1st of February 2025. In accordance with ACL's Constitution, Sarah now stands for formal re-election by shareholders at this, the first AGM following her appointment. The Board is delighted that Sarah agreed to join ACL, given her extensive executive experience in health, insurance, government, consumer, and technology industries, with a long career in strategic consulting with Booz & Company and subsequently at PwC. Since joining the Board, Sarah has joined the Remuneration and Nominations Committee and is considered to be an independent Director. The Board, with Sarah abstaining, unanimously recommends that shareholders vote in favor of her re-election.
Displayed now on the screen are the proxies that have been received to date. As Chair, I intend to vote all undirected proxies in favor of the resolution. Are there any questions in relation to this resolution?
Stephen, there are no questions on this resolution.
Thank you. I will now put the resolution to the meeting as displayed on the screen. Can I ask you all to take a moment to cast your vote? Thank you. The second resolution is to consider the re-election of Mr. Grant Jeffery, in accordance with the Corporations Act and ACL's Constitution. Grant is another new Director and was also appointed to the Board as a casual vacancy on February 1, 2025. In accordance with ACL's Constitution, Grant now stands for formal re-election by shareholders. Grant has wide-ranging experience in healthcare, aerospace, and security services across public and private companies, having held multiple CEO roles across international businesses based in New York, Singapore, California, and Sydney, and the Board is very pleased Grant has agreed to join. Since joining the Board, Grant has become a member of the Audit and Risk Committee and is considered to be an independent Director.
The Board, with Grant abstaining, unanimously recommends that shareholders vote in favor of his re-election. Displayed now on the screen are the proxies that have been received to date. As Chair, I intend to vote all undirected proxies in favor of the resolution. Are there any questions in relation to this resolution?
Stephen, there are no questions in respect of this resolution.
Thank you. I will now put the resolution to the meeting as displayed on the screen. Please, can you all take a moment to cast your vote? Thank you. As the next resolution concerns my re-election as a Director, I will now invite Mr. Mark Haberlin to act as Chair for this section of the meeting. Over to you, Mark.
Thank you, Stephen, and good morning, shareholders. The third resolution is to consider the re-election of Mr. Stephen Roach in accordance with the Corporations Act and ACL's Constitution. Stephen recently took on the role of the Chair of our Board and has been a Non-Executive Director of ACL since joining as a casual vacancy on June 20, 2025. Stephen joins the ACL Board with a wealth of strategic and operational experience across several industry sectors, including healthcare, retail, building materials, and fast-moving consumer goods. Stephen has over 15 years' experience as a Director of public companies, not-for-profits, and private family offices, having held executive roles as the Managing Director and CEO of Australian Pharmaceutical Industries Ltd and Bridgestone Australia and New Zealand. Stephen was appointed as the new Chair of the Board with effect from August 26, 2025, and is considered to be an independent Director.
The Board, with Stephen abstaining, unanimously recommends that shareholders vote in favor of his re-election. Displayed now on the screen are the proxies that have been received to date. As Chair of the meeting for this resolution, I intend to vote all undirected proxies in favor of the resolution. Are there any questions in relation to this resolution?
Mark, there are no questions in relation to this resolution.
Thank you. I will now put the resolution to the meeting as displayed on the screen. Please, can you all take a moment to cast your vote? Thank you. I'll now hand the Chair back to Stephen.
Thank you, Mark, and thank you, shareholders, for your support. Our fourth resolution allows me to return to favors that concerns the re-election of Mark as a Director. Mark joined the Board when Australian Clinical Labs became a publicly listed company in April 2021. Mark is Chair of our Audit and Risk Committee, is considered to be an independent Director, and acted as Interim Chair of the Board following the retirement of Michael Ulsher in April this year. Mark has over 25 years of audit, risk management, capital transactions, mergers, and acquisitions experience across industries including healthcare, real estate, and financial services. Mark is the lead independent Director and Chair of the Audit and Risk Committee of the Abacus Property Group. The Board, with Mark abstaining, unanimously recommends that shareholders vote in favor of his re-election. Displayed now on the screen are the proxies that have been received to date.
As Chair of the meeting for this resolution, I intend to vote all undirected proxies in favor of the resolution. Are there any questions in relation to this resolution?
Stephen, there are no questions in relation to this resolution.
Thank you. I will now put the resolution to the meeting as displayed on the screen. Can you please all take a moment to cast your vote? Thank you. The next item of business is the non-binding shareholder resolution to consider the adoption of ACL's 2025 Remuneration Report. The Remuneration Report is contained within the 2025 Director's Report and forms part of the 2025 financial statements and reports. At its 2024 AGM, ACL received the first strike against its Remuneration Report. A considerable amount of time during the past year was invested in engaging with investors to understand and to respond, where possible, to do so to the concerns that have led to the first strike. A number of those concerns related to the structure of ACL's remuneration policy for executives.
As a result, ACL has adjusted a number of the LTVR targets and metrics and also enhanced its STVR disclosures in the Remuneration Report. Some concerns were also raised by investors in relation to the CEO's remuneration package. As these are negotiated contractual arrangements between ACL and Melinda McGrath, shareholders will understand that there is limited scope for adjustments. In the circumstances facing ACL at that point in time, the Board firmly believes that providing Melinda, an Executive Director and Chief Executive Officer, with 10 years' experience, with a remuneration package that is competitive to others offered at her peers at other organizations, was appropriate. Displayed now on the screen are the proxies that have been received to date. Any votes from Directors, key management personnel, and their associates have been excluded from this resolution. As Chair, I intend to vote all undirected proxies in favor of the resolution.
As can be seen from the slide, we are disappointed that we have received a second strike on our Remuneration Report. We had made changes following the extensive consultation and feedback process we undertook to understand investors' concerns and highlighted going forward that we would go further. On behalf of shareholders, we believe we have retained a high-performing executive team with demonstrated performance over a number of years in a specialized industry. Following this second strike, the Board will continue to engage constructively with investors and to further refine its remuneration policy and framework. We recognize and accept the feedback from shareholders today, and we will work constructively to address any remaining concerns. Are there any further questions in relation to this resolution?
Stephen, there are no questions in relation to this resolution.
Thank you. I will now put the resolution to the meeting as displayed on the screen. Can you please all take a moment to cast your vote? Thank you. As a result of receiving the second strike, I will now put our final resolution to the AGM, being a resolution to call for a further extraordinary general meeting within 90 days from today to conduct what is known as colloquially a spill meeting. Immediately before the AGM, all non-executive Directors present here today will be required to resign. Each of our non-executive Directors would then be eligible to and has confirmed their intention to stand for re-election at the AGM. The Board does not recommend that shareholders vote in favor of holding a further AGM to spill the board for a number of reasons.
As I've outlined, the Board has engaged constructively with shareholders following the first strike received at last year's AGM, and where it has been possible to do so, has taken meaningful steps to adjust its approach to remuneration and has implemented a new remuneration policy for all senior executives other than Melinda McGrath for financial year 2026. I would also note that with the exception of Christine Bartlett, all non-executive Directors have already stood for re-election today, either because they joined the Board this year at the casual vacancy or because they were required to stand as part of the rotational arrangements under ACL's Constitution. Shareholders have therefore had the opportunity today to display their confidence in the current Board and chose to vote in favor of re-electing all non-executive Directors, with no Director receiving a vote of support of less than 90%.
It therefore seems unlikely, but of course not at all impossible, that a spill meeting will generate a different result. However, it will be disruptive, and it will generate additional expense for ACL. Accordingly, the Board unanimously recommends that shareholders vote against this resolution. Displayed now on the screen are the proxies that have been received to date. Any votes from Directors, key management personnel, and their associates have been excluded from this resolution. As Chair, I intend to vote all undirected proxies against the resolution. Are there any questions in relation to this resolution?
Stephen, there are no questions in relation to this resolution.
Thank you. I will now put the resolutions to the meeting as displayed on the screen. Please, can you all take a moment to cast your vote? Thank you. Fellow shareholders, that now concludes the formal part of the meeting. Voting is about to end, so please take a moment to ensure that your votes have been submitted. Once all the votes have been reconciled by our share registry, MUFG, the results will be published on the ASX later today. I thank you all for your attendance at our AGM and for your continued support of our company. Thank you again, and goodbye.