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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

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