For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250708:nRSH0673Qa&default-theme=true
RNS Number : 0673Q Optima Health PLC 08 July 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as amended by regulation 11 of the Market Abuse (Amendment)
(EU Exit) Regulations 2019/310. Upon the publication of this announcement via
Regulatory Information Service, this inside information is now considered to
be in the public domain.
8 July 2025
Optima Health Plc
Preliminary unaudited results for the year ended 31 March 2025
Optima Health Plc (AIM: OPT), (together with its subsidiaries, the "Group"),
the UK's leading provider of technology enabled corporate health and
wellbeing solutions, announces its preliminary unaudited results for the full
year ended 31 March 2025.
Highlights
· Significant progress against strategy; well positioned for revenue
growth in FY26 and beyond
· Strengthened presence in core UK market and expanded into new
territory (Republic of Ireland) through first international acquisition
· Mobilisation commenced on £210 million contract to deliver medical
assessment services to UK Armed Forces
· Continued execution of acquisition strategy with all acquisitions in
FY25 expected to be EBITDA accretive within the first full year
post-acquisition
· New business wins at the Full Year totalled £27.2m (FY24: £7.3m)
Group revenue of £105.0m (FY24: £110.9m), returning to underlying growth
when adjusting for the previously disclosed loss of a client and reduced scope
of a second material client in second half of FY24 prior to the Listing on AIM
· Adjusted EBITDA of £17.6m (FY24: £18.0m), consistent with revenue
movement
· Statutory Operating Profit of £3.2m (FY24: (£0.7m) loss), which
includes one off costs of £2.8m relating to the demerger and AIM listing
· Robust balance sheet with net debt (excluding leases) of £2.2
million as at 31 March 2025 (FY24: £34.0m)
Financial Highlights
ADJUSTED RESULTS* FY25 FY24 Change
Revenue £105.0m £110.9m (5%)
EBITDA £17.6m £18.0m (2%)
EBITDA Margin 16.7% 16.3% 40bps
Operating Profit £13.5m £13.6m (1%)
Profit before tax £12.8m £13.4m (4%)
Net debt (excluding lease liabilities) (£2.2m) (£34.0m) (94%)
STATUTORY RESULTS FY25 FY24 Change
Revenue £105.0m £110.9m (5%)
EBITDA £13.7m £10.1m 36%
EBITDA Margin 13.0% 9.1% 390bps
Operating Profit / (loss) £3.2m (£0.7m)
Profit / (loss) before tax £2.6m (£0.9m)
Net debt (£6.9m) (£36.4m) (81%)
*Adjusted for exceptional costs including the costs associated with the
completion of the integration activities, deferred consideration and costs
relating to the demerger from Marlowe Plc and subsequent listing on AIM
Summary and Outlook
The Group delivered a strong financial and operational performance in FY25,
achieving several significant milestones whilst executing its strategy.
Optima has grown its presence in its core UK market, expanded into the
Republic of Ireland through the acquisition of Cognate Health, and secured
major new contracts, including the £210 million agreement to deliver medical
assessment services to the UK Armed Forces with service revenues underway in
around 18 months' time.
The Group continues to execute on its M&A strategy, completing three
acquisitions since the listing on AIM - BHSF Occupational Health, Cognate
Health, and Care first, all of which are expected to be EBITDA accretive in
their first full year post-acquisition, enhancing Optima's capabilities,
customer reach and clinical scale. Additionally, Optima secured the first
licence contract for its proprietary Digital Assessment Routing Tool (DART)
with Mersey & West Lancashire Teaching Hospitals NHS Trust, followed by
another four trusts under the NHS' Get It Right First Time (GIRFT) initiative,
aligning with the Company's growth strategy to expand into adjacent markets
and providing a potential new sales pipeline.
Operationally, we incurred substantial additional costs from the impact of
employers' national insurance increases and Real Living Wage inflation, and we
will look to implement actions to mitigate this in the medium term, we will
also look to swiftly integrate acquired business to minimise margin dilution
and focus on successfully implementing our service to the UK Armed Forces.
Excluding the UK Armed Forces contract, new business conversion was slower
than planned in the second half of FY25, and actions are being implemented to
accelerate this. Overarching this, we expect continued favourable demand
drivers, a growing demand for high quality digitally enabled integrated
offerings, and a requirement for productivity improvements within many
organisations to drive growth and therefore despite some headwinds the Board
continues to believe Optima is well positioned for growth in FY26.
The Board remains confident in the Group's medium term outlook, with good
momentum in its core market, a growing footprint in adjacent geographies and
sectors, and a pipeline of new opportunities, Optima is well positioned to
deliver further growth. The Group will continue to focus on organic expansion,
supported by targeted, value-enhancing acquisitions that align with its
strategic objectives.
Jonathan Thomas, Chief Executive Officer, commented: "I am pleased to report
Optima's maiden full year results as a quoted company having delivered strong
progress against the strategy we set out at the time of the Group's listing on
AIM. We have made significant strides, growing our presence in our core UK
market, expanding into the Republic of Ireland through our first international
acquisition, and strengthening our platform for long-term, sustainable growth.
"We remain well positioned to deliver growth in FY26. Alongside continued
organic expansion, we will continue our disciplined approach to M&A, with
recent acquisitions all enhancing our capabilities, footprint, and customer
base. As we look ahead, we are confident in the strength of our people and our
platform which, alongside an excellent market opportunity, will enable us to
further consolidate our leadership position as we pursue our ambition to lead
the transformation of business to business workplace healthcare."
Briefing for Analysts Today
Optima's management team, led by Jonathan Thomas, Chief Executive Officer and
Heidi Giles, Chief Financial Officer, will be hosting a briefing and Q&A
session for analysts at 11:00 BST / 06:00 ET today, 8 July, at 85 Gresham
Street, London, EC2V 7NQ, United Kingdom.
A live webcast of the presentation will be available via this link
(https://stream.brrmedia.co.uk/broadcast/682478286b23a400139acb5f) . The
presentation will be available on Optima's website at www.optimahealth.co.uk
(http://www.optimahealth.co.uk/)
If you would like to dial in to the call and ask a question during the live
Q&A, please email optimahealth@icrinc.com
For further information please contact:
Optima Health plc Tel: +44 (0)33 0008 5113
Jonathan Thomas, CEO Email: media@OptimaHealth.co.uk
Heidi Giles, CFO
Nominated Adviser and Corporate Broker Tel: +44 (0)20 3100 2000
Panmure Liberum Limited Email: optimahealth@panmureliberum.com
Emma Earl / Will Goode / Mark Rogers / Rupert Dearden
UK Financial PR Advisor optimahealth@icrinc.com
ICR Healthcare
Mary-Jane Elliott / Angela Gray / Lindsey Neville
About Optima Health
Optima Health is the UK's leading provider of occupational health and
wellbeing services, directly influencing and improving people's lives for 25
years. Optima Health's incredible team of professionals quickly and
effectively encapsulate client's needs, supporting organisations of all shapes
and sizes. Through tailored solutions and innovative systems, Optima Health
offers unparalleled clinical expertise to its clients. These solutions ensure
that processes are simple and allow its clients to spend more time focusing on
their employees driving a healthy, high-performing workplace. For more
information visit www.optima health.co.uk
CEO Strategic and Business Review
Strategic Progress Overview
During the year ended 31 March 2025, Optima Health achieved several
significant milestones and made strong progress towards delivering its
strategic objectives.
A key priority was the comprehensive integration of all acquired businesses
under the Optima Health brand, which was completed in June 2024. Operational
delivery models have also been successfully standardised, with all customers
and employees, both clinical and operational, now operating on unified
proprietary IT systems, with service delivery governed and audited under a
consistent, clinically led best practice approach. This integration has
created a differentiated platform, and the ability to leverage our proprietary
technology and clinical skills base that is foundational to Optima Health's
future growth ambitions.
To further support these ambitions, the business was demerged from Marlowe plc
and listed on AIM in September 2024. The listing has provided Optima with the
flexibility to pursue strategies specifically tailored to its target markets
and areas of expertise, creating long-term value for investors, employees, and
customers.
Since listing, the Company has made material progress across all key elements
of its strategic plans deploying £7.5m of capital to complete 3 acquisitions
which are expected to deliver an initial run rate of £17m revenue and be
earnings accretive in the first full year following acquisition:
• In January 2025, Optima acquired BHSF Occupational Health, adding
approximately £8m of annual revenue to the Group, around 60 clinicians to our
operations, and an expanded customer base. The acquisition was profitable from
month one, and the full integration to our platform is underway reinforcing
our ability to consolidate the occupational health market.
• In February 2025, the Group, in partnership with Serco, was
awarded a major contract by the UK Ministry of Defence to provide medical
assessment services for the UK Armed Forces, supporting the recruitment of
personnel into the Royal Navy, British Army, and Royal Air Force (AFRS). In
line with Optima's strategy to expand into complementary adjacent markets,
this seven-year contract, with options for three additional one-year
extensions, has an estimated total value of £210m over the initial term and
up to £290m if all extensions are exercised.
• Also in February 2025, the Company secured its first licence
contract for its proprietary Digital Assessment Routing Tool (DART) with
Mersey & West Lancashire Teaching Hospitals NHS Trust, a strategic move
aligned with the Company's planned targeted entry into adjacent markets using
our proprietary technology. Shortly following this another four trusts under
the NHS' Get It Right First Time (GIRFT) initiative have been implemented.
• Post-period end, Optima announced the acquisition of Cognate
Health, representing the Group's first acquisition outside the UK. This
acquisition is expected to add approximately €7m in annual revenue and €1m
EBITDA per annum, while providing access to the Republic of Ireland market
through Cognate's significant presence with 30 clinic sites and network of 35
Occupational Physicians.
• Most recently, in May 2025, the Company announced the acquisition
of Care first, the Employee Assistance Programme business of the Priory Group.
This acquisition is expected to contribute approximately £3.7m in annual
revenue to the Group, further strengthening Optima Health's mental health
service offering.
• In addition adjusted underlying organic growth was 4.1%. New
business wins at the full year totalled £27.2m (FY24: £7.3m) with a further
£1.9 million won or selected as preferred bidder since 31 March 2025.
Group Results
The Group delivered a strong financial performance in FY25 which was in line
with market expectations at the time of the Company's listing on AIM. Revenue
was £105.0m (F Y24: £110.9m), reflecting a return to underlying growth when
adjusted for the previously disclosed loss of a client and a reduction in
service scope with another during the second half of FY24 (as previously
disclosed in the Company's AIM Admission Document).
Annual Recurring Revenue (ARR) and contracted backlog grew significantly,
driven by strong organic new business wins, notably the UK Armed Forces
Recruitment contract, the acquisitions of BHSF Occupational Health and Care
first and the strategic expansion into Ireland through the acquisition of
Cognate Health.
Adjusted EBITDA 1 (#_ftn1) was £17.6m (FY24: £18.0m), with EBITDA
increasing to £13.7m (FY24: £10.1m). Adjusted EBITDA margin increased to
16.7% (FY24: 16.3%).
Statutory operating profit was £3.2m (FY24: £0.7m loss), with statutory
profit before tax of £2.6m (FY24: £0.9m loss). Earnings per share (EPS) was
3p (FY 24 (£1,030.50) loss). The results for FY25 include £2.8m of costs
related to the demerger and AIM listing.
The Group continues to benefit from good cash generation from operations and a
capital-light operating model. Net cash generated from operations for FY25 was
£5.4m (FY24: £14.7m), this included one-off demerger and AIM listing costs.
As at 31 March 2025, net debt (excluding leases) stood at £2.2m (31 March
2024: £34.0m), a significant reduction following the demerger from Marlowe
plc, resulting in a net debt (excluding lease liabilities) to EBITDA ratio of
0.16x (FY24: 3.38x).
Our Markets
In the UK, the economic cost of ill-health-related absence and lost
productivity is estimated at £150 billion per year - around 7% of the
country's GDP. Mental health, stress, and anxiety account for nearly half of
all working days lost due to work-related injury and illness and employers
have a critical role and duty in promoting workforce health and wellbeing.
Increasingly, organisations are investing in proactive early intervention and
prevention, where returns on investment are high and aligned to broader
strategies that manage health risks, reduce absence, and provide effective
rehabilitation pathways for common conditions. These priorities have sharpened
as NHS waiting lists have grown by over 3 million since before the COVID-19
pandemic, reaching approximately 7.4 million as of May 2025.
Occupational health and wellbeing providers play a vital role in helping
organisations manage and monitor these risks across the workforce. This
responsibility is growing as people economically inactive (i.e. no longer in
the work force) due to ill health in the UK has risen to 2.8 million people in
2024, up 25% from pre-2020 levels. Employers and providers are responsible for
ensuring workspaces consider individual needs, implementing health strategies
that enable people to be able to undertake their job roles, whilst maximising
attendance and performance. This is a broad mandate that requires expertise,
engagement, and professional delivery.
The UK's corporate occupational health market was valued at £1.2 billion in
2023, with 44% (£670 million) serviced by outsourced providers. This market
is projected to grow to £1.4 billion by 2028 as more employers, especially
the estimated 80% of SME businesses currently without occupational health
services, begin to incorporate these services within their workforce offering,
and existing users expand their scope. The current market has proven resilient
and largely non-discretionary, driven by statutory obligations under the
Health and Safety at Work Act (such as health surveillance) and absence
management. In addition, favourable market growth drivers are broadening
services being provided to adopt more proactive, preventive, and ultimately
predictive services:
• Demographic shifts: An ageing and progressively less healthy
workforce is increasing employer pressure to support individual health
ownership and reduce NHS demand, which is expected to remain strained in
coming years.
• Elevated corporate focus: Health and wellbeing have become
board-level priorities and encouragingly, 78% of employers are taking steps to
reduce workplace stress, while 71% recognise presenteeism as a key issue.
• Rising demand for digital, integrated solutions: As workplaces
evolve, flexible, remote, and connected health offerings are increasingly
becoming the convention, expanding into active management and treatment of
long-term conditions including musculoskeletal and mental health conditions,
diabetes and cardiovascular disease and supported self-management services
under a clinically governed strategy.
• Data-driven insights: Aggregated employee health data now enables
targeted, proactive, preventive and predictive solutions tailored to an
organisation's health and wellbeing issues linked to measurable returns on
investment.
• First-generation outsourcing growth: Demand continues for
specialist providers as organisations seek broader, more complex occupational
health and wellbeing services.
• Supportive government policy: Initiatives such as the 2024
WorkWell programme reflect policy momentum to increase employer adoption and
widen the reach of occupational health services.
Our Strategy
Optima Health's purpose is to optimise workplace health and wellbeing. Our
ultimate ambition is to be the leading provider of business to business
healthcare services in the workplace, supporting both our clients and
employees, with a long-term goal of achieving equivalent to 25% market share
of the UK's corporate occupational health market.
Our strategic priorities are:
• Core market organic growth: The Group aims to continue its
successful track record of new business wins. With a current market share of
approximately 10% of the £1.2bn total addressable UK occupational health
market, there is clear opportunity to expand through new business and
expanding services with existing clients. The Group's access to and track
record of providing services to SME clients also positions it well to grow
complementary to its larger client portfolio.
• Strategic M&A to accelerate growth: The UK occupational health
market is highly fragmented, leaving Optima Health well placed to consolidate
the market through selective acquisitions to increase scale and capability and
further accelerate growth. Over the past five years, the Group has
demonstrated its expertise and efficiency in effectively integrating
acquisitions to create value. With an acquisition strategy already in place,
driven by a set of disciplined acquisition criteria, and an established
pipeline of potential targets, this has been demonstrated by the Group's
execution of three complementary acquisitions since listing the Company in
September 2024.
• Expansion into new complementary services and markets:
o The clinical services delivery expertise of the Group is leverageable into
adjacent markets to occupational health and wellbeing, which presents an
opportunity to expand the addressable market by several fold. The Group has
demonstrated this strategy by being awarded a contract to provide recruitment
medicals to the UK Armed Forces in a deal worth up to £210 million over a
7-year initial term, as well as successfully implementing its DART (Digital
Assessment Routing Tool) into the NHS.
o The Group also sees opportunity in expanding into new geographical markets
where the same investment thesis and regulatory underpinning is prevalent. The
Group's first step on progressing this element of the strategy was executed
with the acquisition of Cognate Health in the Republic of Ireland (EU) in
April 2025, and we see significant potential to replicate our model in similar
regulatory markets.
• Technology Innovation: Technology will continue to be a
differentiator in the sector, supporting increased automation and reducing
dependency on clinician-led, face-to-face delivery, and reducing the cost to
serve. The Group currently has a targeted AI feasibility study underway. The
Group aims to develop technology to enable employee engagement and supported
self-management with digital health platforms. Additionally, technology
enhancements integrating with client systems and combining existing data will
pave the way for advanced analytics and inform proactive and preventive,
clinically led intervention programmes.
Outlook
We operate in a highly resilient market, supported by regulatory and
legislative frameworks that underpins many of our services. As a result, we
expect sustained demand and despite broader economic uncertainty, National
Insurance tax changes, and public sector budget pressures we are confident and
focussed on our medium and longer term objectives.
The fundamentals of our market remain positive, with favourable workforce
dynamics, rising demand for high-quality, digitally enabled integrated
solutions, and an increasing need for productivity improvements across
organisations set to drive further growth.
We look forward to realising the positive impact of significant contract wins
such as the recently announced UK Armed Forces Medical Assessments contract.
We have begun service mobilisation and transition, which we anticipate will
continue through the coming financial year.
On 14 February 2025 Optima won an appeal against the Department for Work and
Pensions which concluded that a contract should have been awarded to Optima
during a previous procurement process. The remedies for Optima of this
successful appeal are yet to be determined.
The employer's national insurance increase from April 25, and slower lead
times to convert new business present challenges in the short term. We will
look to minimise the impact of these challenges through proactive initiatives
where possible and remain well positioned to deliver growth in FY26.
Alongside our continued drive for organic growth, we will continue to pursue
selective acquisitions, augmenting growth and creating value through our
buy-and-build strategy. As evidenced by the three successful acquisitions
completed since our listing in 2024. These, and future acquisitions will be
integrated swiftly and efficiently following our established approach in order
to minimise any short term dilutive effect to margin, additional acquisitions
will support us to enter new regulated markets, strengthen our existing
services, and unlock further revenue synergies.
I'd like to thank and express my appreciation for all the hard work of our
people in FY25. In FY26 we aim to build on our FY25 achievements and
accelerate delivery of our strategic initiatives.
Jonathan Thomas
Chief Executive Officer
Chairman Statement
I am proud to present Optima Health's maiden Annual Report for FY25 during
which the Group successfully demerged from Marlowe plc and listed on AIM.
Since listing, Optima has continued to make significant progress, delivering
organic and inorganic growth in line with our strategy whilst creating a
robust, scalable platform to support future growth.
The UK leader of B2B healthcare and wellbeing solutions
Optima is recognised as the UK's leading provider of B2B healthcare and
wellbeing solutions in the workplace and our primary focus is on continuing to
increase our market share in this attractive, rapidly growing market. The
total addressable market in the UK is forecast to increase to £1.4 billion
through to 2028, as employers without occupational health services start to
incorporate services and organisations already providing such services expand
their scope. Optima is well positioned to capitalise on these market dynamics,
securing new clients and expanding services with its existing clients.
Alongside this core market organic growth, we will continue to execute
targeted M&A to take further market share as well as extending our
offering into adjacent markets. In the year under review Optima completed
the integration of 12 previously acquired businesses under the Optima brand
and completed a further acquisition taking our market share to 10%.
Commitment to governance and sustainability
Our governance framework supports the development and operation of business,
utilising the breadth of skills and experience of our Board. Our governance
arrangements provide rigour and discipline but are also sufficiently nimble to
enable to enable Optima to pursue opportunities and adapt to the changes in
the business environment. Our listing has further sharpened our focus on
governance and we have reviewed our structures to make sure we are proud and
accountable for our impact on the community, the environment and the
industries we serve. The Group's ESG framework focuses on three overall
themes: People and Culture, Communities and the Wider Environment and being a
Responsible Business.
Board Appointments
At our listing in September 2024, we welcomed Mike Ettling and Adam Councell
as Independent Non-Executive Directors, and Simon Arnold a non-independent
Non-Executive Director to our Board of Directors.
Looking ahead
As we look ahead to the remainder of 2025 and beyond, the Board is confident
that Optima can continue to build upon its market leading position. With a
strong pipeline of potential new contracts, have significant visibility for
the coming period, and we remain committed to growing the business both
organically in our core market and through targeted M&A. I would like to
sincerely thank our customers, our management team, our dedicated people and
clinicians and our shareholders for their continued support and hard work as
we embark on this next exciting phase as a public company.
Julia Robertson
Independent Non-Executive Chairman
Financial Review
Financial review of Group
Optima Health delivered strong financial results in the year, in line with
market expectations, while making significant strategic progress in what has
been a transformative period for the Group. We successfully demerged from
Marlowe Plc, listed on the AIM market and completed the integration of the
businesses acquired whilst Optima was part of Marlowe.
Revenue in the year was £105.0 million (FY24: £110.9 million). The decrease
was primarily due to the loss at retender of one client and the decision of a
second client to bring a portion of its occupational health provision in
house. Both of these changes occurred in H2 FY24. When adjusting for these,
the Group has seen underlying growth in revenue during the year.
Adjusted profit before tax decreased to £12.8 million (FY24: £13.4 million)
as a result of the revenue reduction. Adjusted EBITDA (operating profit before
interest, tax, depreciation and amortisation and share based payments and
exceptional items) decreased to £17.6 million (FY24: £18.0 million).
Group adjusted EBITDA margin saw a slight increase at 16.7% (FY24: 16.3%)
which demonstrates management's commitment and ability to manage the cost base
in response to a contraction in revenue. However some dilution of adjusted
EBITDA margin should be expected during integration of new acquisitions before
improving once complete, and transition the UK Armed Forces contract.
Despite a fall in revenue, statutory profit before tax was £2.6 million
compared to the loss of £0.9 million seen in the prior year. This was partly
due to a decline in exceptional costs. The comprehensive integration of all
the businesses acquired under Marlowe was completed by 30 September 2024
which has resulted in the significant reduction in exceptional costs. During
the year the Group also demerged from Marlowe Plc and listed on the AIM, costs
associated with this amounted to £2.8m, these are considered non-recurring in
nature.
As at 31 March 2025, the Group had a cash position of £14.8 million (FY24:
21.1 million) and net debt including leases of £6.9 million (FY24: £36.4
million). Net debt excluding leases was £2.2 million (FY24: 34.0 million).
The increase in net assets in the year is primarily due to the release of
related party loans as part of the demerger from Marlowe Plc.
The Group utilised £17 million of its £20 million Revolving Credit Facility
("RCF") during the year, initially to fund working capital post paying the
demerger dividend to Marlowe plc and subsequently to support new acquisitions.
The Group remained in full compliance with all bank covenants throughout the
year and continues to maintain sufficient headroom under the facility.
Non-IFRS measures
The results also include measures which are not defined by generally accepted
accounting principles such as IFRS. We believe this information, along with
comparable IFRS measures, is useful as it provides investors with a basis for
measuring the performance of the Group on an underlying basis. The Board and
our management use these financial measures to evaluate our operating
performance. Non-IFRS financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in compliance
with IFRS. Similarly, non-IFRS measures as reported by us may not be
comparable with similar measures reported by other companies.
Consistent with historical treatment under the previous shareholder Marlowe
plc, costs associated with the integration activities which completed during
the year have been removed to calculate adjusted metrics. Demerger/listing
fees incurred in the year are one-off in nature and have also been removed
from the adjusted metrics. The Directors believe that adjusted EBITDA and
adjusted measures of operating profit, profit before tax and earnings per
share provide shareholders with a useful representation of the underlying
earnings derived from the Group's business and a more comparable view of the
year-on-year underlying financial performance of the Group.
A reconciliation between statutory Operating profit/(loss), Profit/(loss)
before tax and EBITDA is shown below:
FY25 £m FY24 £m
Profit/(loss) from operations 3.2 (0.7)
Amortisation of acquisition intangibles 6.3 6.3
Depreciation and amortisation of non-acquisition intangibles 4.1 4.5
EBITDA 13.7 10.1
A reconciliation between statutory loss and the adjusted performance measures
noted above is shown below:
Financial year ended 31 March 2025 Profit Operating EBITDA
before tax £m Profit £m
Statutory reported 2.6 3.2 13.7
Exceptional items 3.9 3.9 3.9
Share based payments 0.04 0.04 0.04
Amortisation of acquisition intangibles 6.3 6.3 -
Adjusted Results 12.8 13.5 17.6
Financial year ended 31 March 2024 Profit/(loss) Operating EBITDA
before tax £m Profit/(loss)£m
Statutory reported (0.9) (0.7) 10.1
Exceptional items 8.0 8.0 8.0
Amortisation of acquisition intangibles 6.3 6.3 -
Adjusted Results 13.4 13.6 18.0
Adjusting items
Restructuring costs for the year were £1.5 million (FY24: £8.6 million)
reflecting that the Group has successfully completed the comprehensive
integration of acquisitions acquired under Marlowe. Restructuring costs
primarily consist of:
- The cost of duplicated staff roles during the integration and
restructuring period.
- The redundancy cost of implementing the post completion staff
structures; and
- The cost of dual running duplicate facilities no longer required
- IT costs associated with the integration and transfer to Group IT
systems, including costs of third-party software used in the delivery of
customer contracts where there is a programme to transition such software to
one of the Group's existing platforms
- The costs associated with acquisitions.
Moving forward the only integration costs expected to be recognised as
exceptional are redundancy costs and the costs of external advisors supporting
on M&A activity. The internal Integration and Change Team are now costed
into the Group's EBITDA.
Demerger/listing costs of £2.8 million were incurred in the year when the
Group demerged from Marlowe plc and listed on the AIM Market. The main costs
incurred include legal fees, reporting accountant fees and nominated advisor
fees. These costs are non-recurring in nature and not considered to be
reflective of the underlying trading performance.
Movements in the fair value of contingent consideration are considered to be
part of the investing activities of the Group and are therefore not considered
to be reflective of the underlying trading performance and non-recurring
nature. During the year this amounted to a credit of £0.4m.
Amortisation of acquired intangible assets for FY25 was £6.3 million (FY24:
£6.3 million). This is attributable to the carrying value of intangible
assets resulting from the previous execution of the M&A strategy under
Marlowe plc and the one acquisition completed prior to the end of FY25.
Non-cash share-based payment accounting under IFRS2 for the year was £0.04
million.
Further details on the items considered when arriving at adjusted performance
measures can be found in note 5.
Earnings per share
Basic adjusted earnings per share are calculated as adjusted profit for the
Group for the year, less a standard tax charge divided by the weighted average
number of shares in issue in the year. Basic earnings per share reflect the
actual tax charge.
FY25 FY24
Basic adjusted earnings per
share
£0.19
£8,982
Basic earnings / (loss) per
share
£0.03
(£1,030)
The earnings per share (EPS) figures for the current and prior periods are not
directly comparable due to the significant changes in the share capital
structure. During the current period, the Company issued 88,775,901 new
shares, compared to a total of 1,075 shares in issue during the prior period.
This substantial increase in share capital affects the calculation of EPS, as
the weighted average number of shares in issue has materially changed.
Interest
Finance costs, increased to £0.7 million in the year (FY24: £0.1 million).
The rise in costs is primarily due to the introduction of a new unsecured
3-year Revolving Credit Facility of up to £20 million, with an additional
uncommitted accordion facility of up to £15 million. This facility was
arranged at the time of demerging from Marlowe plc in September 2024 and as
such no facility existed in the prior year.
Taxation
UK Corporation Tax is calculated at 25% (FY24: 25%) of the estimated
assessable profit for the year in addition, deferred taxes at the statement of
financial position date were remeasured to reflect the 25% tax rate from 1
April 2023.
Statement of financial position
The Group maintains a strong balance sheet with net assets as at 31 March 2025
of £168.1 million (31 March 2024: £127.6 million). At the same date total
assets were £218.1 million (2024: £223.3 million), and total liabilities
were £50.0 million (2024: £95.6 million). Total assets primarily consist of
intangibles assets of £176.7million, arising largely from acquisitions made
historically and trade and other receivables of £19.0 million. Total
liabilities include bank loans of £17.0 million, and trade and other payables
of £11.9 million. The increase in net assets is primarily due to the release
of related party debt following the demerger from Marlowe Plc.
Cash flow, net debt and financing
The Group benefits from revenues which have beneficial underlying working
capital characteristics.
FY25 £m FY24 £m
Cash generated from operations before demerger and restructuring costs 9.6 23.3
Demerger & restructuring costs (4.2) (8.6)
Cash generated from operations 5.4 14.7
Lease repayments including interest (1.1) (1.6)
Net finance costs from borrowings (0.5) -
Tax (2.7) (1.9)
Loans released as part of the demerger from Marlowe Plc 55.1 -
Purchase of subsidiary undertakings net of cash acquired (1.1) -
Contingent consideration paid for subsidiary undertakings (0.8)
Net capex (3.8) (2.8)
Proceeds from share issuance 2.0 -
Dividends paid (20.7) -
Movement in net debt 31.8 8.4
Opening net debt (excluding leases) (34.0) (42.4)
Closing net debt (excluding leases) (2.20) (34.0)
Across the whole year the Group generated adjusted net cash from operations of
£9.6 million (FY24: £23.3 million) before £4.2 million of demerger &
restructuring costs (including strategic review costs). The decrease in cash
from operations is mainly driven by a change in working capital. Trade and
other payables have decreased by £7.7 million (FY24: £2 million increase),
the movements mainly reflect timing adjustments and normal fluctuations in
operational accruals, consistent with our current business activity levels.
The net debt position in the year is largely due to the new revolving credit
facility, which was initially used to fund the transaction costs and working
capital requirements following the demerger from Marlowe Plc on 26(th)
September 2024. This was offset by the related party loans released by Marlowe
Plc on demerger.
Net debt as at 31 March 2025, including inter alia £4.7million of lease
liabilities, was £6.9 million (FY24: £36.4 million). Adjusted net debt
(excluding lease liabilities) at year was £2.2 million (FY24: £34.0
million).
Since the year end the Group has used the existing debt facilities to fund new
acquisitions. Details of new acquisitions have been provided in note 15 of the
financial statements.
Key Performance Indicators ('KPIs')
The Group uses many different KPIs at an operational level which are specific
to the business and provide information to management. The Board uses KPIs
that focus on the financial performance of the Group such as revenue, adjusted
EBITDA, adjusted EPS and net cash generated from operations.
Financial outlook
Looking ahead, we are confident in our ability to drive long-term growth,
supported by a strong financial foundation. Our strategy remains focused on
investing in organic growth and pursuing carefully selected acquisitions from
a well-developed pipeline, positioning the Group for continued success.
Heidi Giles
Chief Financial Officer
Unaudited Consolidated Statement of Comprehensive Income for Year Ended 31
March 2025
2025 2024
Note £'000 £'000
Revenue 7 105,049 110,887
Cost of sales (72,008) (74,413)
Gross profit 33,041 36,474
Administration costs analysed as:
Share based payments (39) -
Amortisation of acquisition intangibles (6,323) (6,311)
Exceptional items 8 (3,870) (7,969)
Other administration costs (19,569) (22,915)
Total Administrative expenses (29,801) (37,195)
Operating profit / (loss) 9 3,240 (721)
Finance expense (665) (135)
Profit / (Loss) before tax 2,575 (856)
Taxation 10 (923) (227)
Profit/ (loss) for the year from continuing operations applicable to owners of 1,652 (1,083)
the parent
Total comprehensive income / (loss) applicable to owners of the parent 1,652 (1,083)
Earnings / (loss) per share attributable to
owners of the parent
Basic and Diluted (£) 11 0.03 (1,030.45)
Unaudited consolidated statement of financial position as at 31(st) March 2025
2025 2024
Note £'000 £'000
Assets
Non-current assets
Intangible assets 12 176,681 179,830
Property, plant & equipment 2,896 2,161
Right of use assets 4,429 2,514
Net defined benefit pension asset 83 83
Total non-current assets 184,089 184,588
Current assets
Inventories 100 63
Trade and other receivables 18,988 17,512
Current tax assets 169 -
Cash and cash equivalents 14,797 21,096
Total current assets 34,054 38,671
Total assets 218,143 223,259
Liabilities
Current liabilities
Trade and other payables 11,859 22,318
Related party loans 13 - 55,081
Lease liabilities 826 1,697
Current tax liabilities - 62
Total current liabilities 12,685 79,158
Non-current liabilities
Borrowings 14 17,000 -
Lease liabilities 3,859 702
Provisions 3,387 1,368
Deferred tax liabilities 13,092 14,413
Total non-current liabilities 37,338 16,483
Total liabilities 50,023 95,641
Net assets 168,120 127,618
Equity
Share capital 16 888 -
Share premium 17 2,993 975
Capital contribution reserve 17 162,403 126,498
Other reserves 17 39
Retained earnings 17 1,797 145
Total equity applicable to owners of the parent 168,120 127,618
Unaudited consolidated statement of changes in equity for the Year Ended 31
March 2025
Share capital Share premium Capital contribution reserve Retained earnings Total equity
Other reserve
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 1 April 2023 - 825 126,498 - 706 128,029
Total comprehensive income
Loss for the year - - - - (1,083) (1,083)
Transactions with owners
Group reorganisation - - - - 522 522
Issue of shares - 150 - - - 150
Balance as at 31 March 2024 - 975 126,498 - 145 127,618
Balance as at 1 April 2024 - 975 126,498 - 145 127,618
Total comprehensive income
Profit for the year - - - - 1,652 1,652
Share based payments - - - 39 - 39
Transactions with owners
Group reorganisation 17 - - 56,651 - - 56,651
Issue of shares 16 888 2,018 - - - 2,906
Dividends paid - - (20,746) - - (20,746)
Balance as at 31 March 2025 888 2,993 162,403 39 1,797 168,120
Unaudited consolidated statement of cash flows for Year Ended 31 March 2025
2025 2024
£'000 £'000
Cash flows from operating activities
Profit / (loss) before taxation 2,575 (856)
Adjustments for:
Depreciation of property, plant and equipment 1,047 1,196
Amortisation of intangible assets 8,111 7,941
Depreciation of right-of-use assets 1,255 1,640
Loss on disposal of property, plant and equipment 65 3
Loss on remeasurement of lease liabilities 40 3
Share based payments 39 -
Movement in contingent consideration (375) -
Movement in provisions (76) 208
Finance expense 665 135
Net cash generated from operating activities before changes in working capital 13,346 10,270
(Increase)/ decrease in inventories (32) 100
(Increase)/ decrease in trade and other receivables (284) 2,351
(Decrease) / increase in trade and other payables (7,657) 2,027
Cash generated from operations 5,373 14,748
Tax paid (2,686) (1,903)
Net cash inflow from operating activities 2,687 12,845
Cash flows from investing activities
Purchase of intangible assets (1,956) (2,445)
Purchase of property, plant and equipment (1,795) (404)
Proceeds from disposal of plant, property and equipment 32 -
Purchase of subsidiary undertakings net of cash acquired (1,182) -
Contingent consideration paid for subsidiary undertaking (750) -
Net cash outflow from investing activities (5,651) (2,849)
Cash flows from financing activities
Lease liabilities paid (including interest) (1,123) (1,627)
Interest paid on borrowings (441) -
Proceeds from borrowings 17,000 -
Proceeds form issue of share capital 1,975 -
Dividends paid (20,746) -
Net cash outflow from financing activities (3,335) (1,627)
Net increase in cash and cash equivalents (6,299) 8,369
Cash and cash equivalents at beginning of the year 21,096 12,727
Cash and cash equivalents at end of year 14,797 21,096
Notes to the unaudited group financial statements
1. General information
Optima Health Plc (the "Company") is a public company incorporated in England
and Wales. Its registered address is Meadow Court, 2 Hayland Street,
Sheffield, England, S9 1BY. The unaudited consolidated financial statements
consolidate those of the Company and its subsidiaries.
2. Basis of consolidation
The unaudited consolidated financial statements of Optima Health plc have been
prepared in accordance with UK-adopted International Accounting Standards
(IFRS) and the relevant requirements of the Companies Act 2006. The financial
information for the year ended 31 March 2025 and 31 March 2024 does not
constitute statutory financial information as defined in Section 434 of the
Companies Act 2006 and does not contain all of the information required to be
disclosed in a full set of IFRS financial statements.
Statutory accounts for the year ended 31 March 2025 have not yet been reported
on by the Group's Independent Auditor, RSM UK Audit LLP. The financial
statements have been prepared on a historical cost basis as modified by
financial assets and liabilities measured at fair value through profit and
loss. The preparation of financial statements in conformity with IFRS requires
the use of certain accounting estimates.
The comparative figures for the financial year ended 31 March 2024 are
consistent with those presented in the Group's AIM admission document.
The consolidated financial statements are presented in thousands of Pounds
Sterling (£'000), which is the functional and presentational currency of the
Group.
The results of subsidiaries acquired during the year are included in the
Unaudited consolidated statement of comprehensive income from the effective
date of acquisition. Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used into line
with those used by the Group. Income, expenditure, unrealised gains and
intra-Group balances arising from transactions within the Group are
eliminated.
3. Going concern
The Group meets its day-to-day working capital requirements through cash
generated from operations. The Directors have considered the Group's forecast
cash flows as well as the Group's liquidity requirements, including downside
scenarios.
The Group has secured a £20m revolving credit facility to fund transaction
costs and working capital requirements following the demerger and more
recently acquisitions, of which it has drawn £17m as at 31 March 2025. The
related party liabilities with Marlowe plc were released as part of this
process.
The Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the next twelve months.
Therefore, the Group has adopted the going concern basis of accounting in
preparing the financial statements. In making this assessment the Directors
have considered the headroom available on the debt facility combined with the
expected level of cash generation of the Group over the next twelve months.
4. Significant accounting policies
The preparation of the unaudited consolidated financial statements requires
Directors to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
judgements and estimates.
In preparing these unaudited consolidated financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the audited consolidated financial statements for inclusion in
the AIM admission document.
5. Adjusting items
Due to the nature of historic acquisitions and other costs in relation to each
acquisition and the non-cash element of certain charges, the Directors believe
that adjusted operating profit, adjusted EBITDA and adjusted measures of
profit before tax and earnings per share provide shareholders with alternative
representation of the underlying earnings derived from the Groups business.
These measures offer a more comparable view of the year-on-year underlying
financial performance of the Group. The adjusting items shown on the unaudited
consolidated statement of comprehensive income and the rationale behind the
Directors view that these should be included as adjusting items are detailed
below:
- Restructuring costs
Restructuring costs, being the costs associated with the integration of
acquisitions, remain a key component of delivering shareholder value by
increasing returns made on acquired businesses. Restructuring costs for the
year have been disclosed in note 8. These programmes have now been completed
and all restructuring expense related to this has ceased in the year.
Restructuring costs primarily consist of:
• The cost of duplicated staff roles during the integration and
restructuring period;
• The redundancy cost of implementing the post completion staff
structures; and
• IT costs associated with the integration and transfer to Group IT
systems, including costs of third- party software used in the delivery of
customer contracts where there is a programme to transition such software to
one of the Group's existing platforms.
- Amortisation of acquired intangibles
The amortisation charge is primarily in relation to acquired intangible assets
resulting from fair value adjustments under IFRS 3. Given the overall size of
the amortisation charge and it being non-cash in nature, this cost is adjusted
for in deriving the Group's alternative performance measures. For
transparency, we note that the Group does not similarly adjust for the related
revenue and results generated from its business combinations in its
alternative profit measures.
- Demerger and listing costs
Demerger costs relating to the demerger from Marlowe Plc and the subsequent
listing on the AIM market are non-recurring and not considered to be
reflective of the underlying trading performance. These costs include
professional fees, legal fees and staff costs.
- Management incentive schemes and share based payments
Charges associated with share-based payment schemes and have been included as
adjusting items. Although share-based compensation is an important aspect of
the compensation of our employees and executives, management believes it is
useful to exclude share-based compensation expenses from adjusted profit
measures to better understand the long-term performance of our underlying
business. Share-based compensation expenses are non-cash charges and are
determined using several factors, including expectations surrounding the
future share price. As a result, these charges are not reflective of the value
ultimately received from the awards.
- Movement in the fair value of contingent consideration
Movements in the fair value of contingent consideration are considered to be
part of the investing activities of the Group and are therefore not considered
to be reflective of the underlying trading performance.
6. Segmental reporting
The Chief Operating Decision Maker ("CODM") has been identified as the Board
of Directors of the Company. The CODM reviews the Group's internal reporting
in order to assess performance and allocate resources. The CODM has determined
that there is one operating segment being the provision of occupational health
and wellbeing services. Information about geographical revenue is disclosed in
note 7. Non-current assets at the end of each period presented are held
entirely in the United Kingdom.
7. Revenue
The Group generates revenue primarily from the provision of occupational
health and wellbeing services sold in the ordinary course of the Group's
activities. Management considers there to be one revenue stream within the one
operating segment.
Revenue is recognised over time, mainly on a straight-line basis, or at a
point in time upon service delivery
In the year ended 31 March 2025, there was 1 customer who contributed 10% or
more of the revenue generated by the Group (2024: 1).
Customers representing revenue greater than 10%
2025 2024
£'000 £'000
Customer 1 14,809 13,854
Other 90,240 97,033
105,049 110,887
Geographical reporting
The Group operates in the UK and all revenue is derived from the UK.
8. Exceptional items
2025 2024
£'000 £'000
Restructuring costs 1,494 8,571
Management incentive schemes - (602)
Demerger and listing costs 2,751 -
Change in deferred consideration (375) -
3,870 7,969
Restructuring costs include the costs associated with the integration of
acquisitions, including:
· The cost of duplicated staff roles and other duplicated
operational costs during the integration and restructuring period;
· The redundancy cost of implementing the post completion staff
structures; and
· IT costs associated with the integration and transfer to Group IT
systems.
These costs, particularly those related to the demerger and listing, are
regarded as non-recurring. Restructuring costs associated with historical
acquisitions have now ceased, following the completion of the integration
project during the year. As such, these costs are not expected to form part of
the Group's ongoing operating expenses going forward.
9. Operating profit / (loss)
Operating profit / (loss) is stated after charging:
2025 2024
£'000 £'000
Depreciation of property, plant and equipment 1,047 1,196
Amortisation of intangible assets 8,111 7,941
Depreciation charge of right-of-use assets 1,255 1,640
Loss on disposal of property, plant and equipment 65 3
Bad debts written (back) / off (165) 3
Share based payment 39 -
10. Taxation
2025 2024
£'000 £'000
Current tax
Current tax on profit for the year 1,912 2,375
Adjustments in respect of previous periods 517 (145)
Total current tax 2,429 2,230
Deferred tax
Origination and reversal of temporary differences (1,153) (2,003)
Adjustments in respect of previous periods (353) -
Total deferred tax (1,506) (2,003)
Total taxation expense 923 227
2025 2024
£'000 £'000
Profit /(loss) before tax 2,575 (856)
Tax at the Group's weighted average tax rate of 25% 644 (214)
Expenses not deductible for tax purposes 223 697
Adjustments in respect of prior periods 164 (145)
Tax effect of income not taxable in determining taxable profit (94) (110)
Losses brought forward utilised (14) -
Group tax relief - (1)
Total taxation 923 227
11. Earnings Per Share
Basic and diluted Earnings/ (loss) per share
The calculation of basic and diluted earnings / (loss) per share is based on
the profit/loss attributable to equity holders divided by the weighted average
number of shares in issue during the period.
2025 2024
£'000 £'000
Profit / (Loss) for the period from continuing activities 1,652 (1,083)
2025 2024
No.
No.
Weighted average number of ordinary shares 51,382,110 1,051
2025 2024
£
£
Basic and diluted earnings / (loss) per share (£) 0.03 (1,030.45)
The earnings per share (EPS) figures for the current and prior periods are not
directly comparable due to the significant changes in the share capital
structure. During the current period, the company issued 88,775,901 new
shares, compared to a total of 1,075 shares in issue during the prior period.
This substantial increase in share capital affects the calculation of EPS, as
the weighted average number of shares in issue has materially changed.
As at 31 March 2025, 559,060 share options were excluded from the diluted
weighted-average number of ordinary shares calculation because their effect
would have been anti-dilutive as per IAS33.47.
Adjusted earnings per share
The Directors believe that the adjusted earnings per share provide a more
appropriate representation of the underlying earnings derived from the Group's
business. The adjusting items are shown in the table below:
Adjusted earnings per share
2025 2024
£'000 £'000
Profit/ (loss) for the period 1,652 (1,083)
Adjustments:
Restructuring costs 1,494 8,571
Demerger and listing costs 2,751 -
Management incentive scheme - (602)
Share based payments 39 -
Change in contingent consideration (375) -
Amortisation of acquisition intangibles 6,324 6,311
Tax adjustment of 25% (1,955) (3,757)
Adjusted profit for the period 9,930 9,440
2025 2024
No.
No.
Weighted average number of ordinary shares 51,382,110 1,051
31 March 31 March
2025 2024
£
£
Adjusted Basic and diluted earnings per share (£) 0.19 8,981.92
12. Intangible assets
Goodwill Customer contracts Software Trade name Total
£'000 £'000 £'000 £'000 £'000
Cost
1 April 2023 112,671 54,559 22,280 5,117 194,627
Additions - internally developed - - 2,445 - 2,445
At 31 March 2024 112,671 54,559 24,725 5,117 197,072
Additions - internally developed - - 1,956 - 1,956
Additions - separately acquired 2,303 699 4 - 3,006
At 31 March 2025 114,974 55,258 26,685 5,117 202,034
Amortisation
1 April 2023 - 5,271 3,433 597 9,301
Charge for the year - 4,130 3,299 512 7,941
At 31 March 2024 - 9,401 6,732 1,109 17,242
Charge for the year - 4,143 3,456 512 8,111
At 31 March 2025 - 13,544 10,188 1,621 25,353
Net book value
At 31 March 2024 112,671 45,158 17,993 4,008 179,830
At 31 March 2025 114,974 41,714 16,497 3,496 176,681
Amortisation on patents and trademarks is recognised in depreciation and
amortisation within the unaudited consolidated statement of comprehensive
income.
13. Related party loans
2025 2024
£'000 £'000
Current
Amounts owed to related parties - 55,081
- 55,081
Amounts owed to related parties included balances owed to the ultimate
controlling party and other members of the pre-demerger group. All related
party loans were unsecured, bore no interest and were repayable on demand. The
loans were released as part of the de-merger in September 2024 and were
therefore credited to the capital contribution reserve.
14. Borrowings
2025 2024
£'000 £'000
Non - Current
Bank loans 17,000 -
17,000 -
On 13 September 2024, the Company entered into a facility agreement with a
syndicate of lenders comprising Barclays Bank plc and HSBC UK Bank plc. The
agreement provides for an unsecured £20 million revolving credit facility,
with an additional uncommitted accordion facility of up to £15 million. The
bank loan is in relation to the drawdown of this credit facility.
15. Business combinations
During the period, the following business combination occurred.
Optima Health (Birmingham) Limited
On 31 January 2025, Optima Health UK Limited acquired 100% of the share
capital of Optima Health (Birmingham) Limited (formerly BHSF Occupational
Health Limited). Optima Health Plc holds a 100% indirect shareholding in
Optima Health UK Limited.
Optima Health (Birmingham) Limited is a UK-based provider of occupational
health services, with a small volume of trading activity in the Republic of
Ireland. The company delivers a range of services focused on preventing
work-related illnesses and injuries, protecting employees from occupational
hazards, and promoting workplace health and wellbeing. It brings an
established customer base and a team of approximately 60 experienced
occupational health clinicians.
The acquisition is in line with Optima Health's strategic focus on expanding
its clinical capabilities and customer reach across the UK and Ireland. The
transaction is expected to strengthen the Group's position in the occupational
health sector and be earnings accretive in the first full year of ownership.
The total consideration amounted to £2,447k, comprising £2,323k paid in cash
on completion and a completion accounts adjustment payment of £124k. After
deducting the cash balance acquired, the net cash outflow was £1,182k.
The following table summarises the fair value of assets acquired, and
liabilities assumed at the acquisition date. These figures are provisional as
the purchase accounting is not yet finalised.
Provisional fair value
£'000
Intangible assets - customer relationships 699
Property, plant and equipment 84
Intangibles assets - software 4
Inventories 5
Trade and other receivables (Gross) 1,347
Less: Loss Allowance on trade receivables (155)
Cash and cash equivalents 1,265
Trade and other payables (825)
Provisions (2,095)
Deferred tax liabilities (185)
Net assets acquired 144
Goodwill 2,303
Consideration 2,447
£'000
Purchase consideration
Cash consideration for shares 2,323
Completion accounts payment 124
2,447
A Deferred tax liability has been recognised on the value of intangible assets
at the tax rate applicable at the time the asset is expected to be realised.
Costs incurred relating to the acquisition amounting to £39k have been
recognised as an expense and charged to profit or loss.
Goodwill of £2.3 million was recognised, reflecting expected synergies, the
value of the assembled workforce, and other intangible benefits not separately
recognised under IFRS 3. None of the goodwill is expected to be deductible for
tax purposes.
From the acquisition date to 31 March 2025, the acquiree contributed £1.26
million in revenue and £0.05 million in profit before tax to the Group's
unaudited consolidated results.
16. Share capital
Allotted, called up and fully paid Share capital £0.01 £0.01 Share premium
Ordinary shares Ordinary A shares
£'000 No. No. £'000
Balance at 1 April 2023 - 100 825 825
Issue of Ordinary A shares - - 150 150
Balance at 31 March 2024 - 100 975 975
Balance at 1 April 2024 - 100 975 975
Issue of Ordinary A shares - - 32 51
Issue of Ordinary shares 888 88,775,901 - 1,967
Reclassification of Ordinary A shares - 1007 (1,007) -
Cancellation of Ordinary shares - (782) - -
Balance at 31 March 2025 888 88,776,226 - 2,993
All classes of shares have full voting, dividends and capital distribution
rights. Of the shares issued during the year, £1.98 million was settled in
cash, with the remaining balance applied to settle amounts owed to Marlowe plc
under an intercompany loan.
17. Reserves
Share premium
The share premium account consists of the amount of consideration received for
shares issued above their nominal value net of transaction costs.
Capital contribution reserve
The capital contribution reserve represents non-cash contributions to the
Company from equity holders.
In September 2024, as part of the demerger process, loans due to Marlowe plc
were released and the management incentive scheme liability was settled by
Marlowe plc, resulting in £56.7m being credited to the capital contribution
reserve in the period.
The reserve is available for distribution in accordance with Section 830 of
Companies Act 2006.
Other reserves
Other reserve consists of all shares-based payment for schemes that have not
yet vested.
1 (#_ftnref1) Definitions and explanations of adjusted metrics are provided
in the Financial Review section
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR FLFIDDAIDIIE