REG - Optima Health PLC - Interim Results
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RNS Number : 9132K Optima Health PLC 10 December 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.
10 December 2025
Optima Health Plc
Unaudited interim results for the six months to 30 September 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 unaudited results for the six-month period
ended 30 September 2025.
Highlights (including post period end)
· Revenue for the Period of £59.5 million; c.17% growth over HY 25
(£50.8 million) and in line with market expectations
· Adjusted EBITDA of £8.3 million (HY 25: £8.7 million), primarily
reflecting the impact of national insurance increases and plc costs
· Cash generated from operating activities of £6.5m (HY 25: (£0.6m))
· Acquisition of Cognate Health completed and successfully rebranded as
Optima Health Ireland, the Group's first acquisition outside of the UK
· Acquisition of Care first Employee Assistance Business completed
providing increased scale to Optima's Mental Health service offering
· Mobilisation underway on c.£210 million contract to deliver medical
assessment services to UK Armed Forces partnered with Serco
· New business contract wins with annualised value of £1.9 million in
HY 26 (HY 25: £3.6 million), and £8.3 million annualised value signed or at
preferred bidder stage post the period end
· Strong new business pipeline of £11.5 million annualised
revenue(( 1 (#_ftn1) ))
· Commenced transformation programme putting us on a journey to enhance
our platform, further improve solutions for our customers and deliver margin
improvements
Jonathan Thomas, Chief Executive Officer, said: "Optima has continued to
deliver on its strategic objectives. Alongside the two acquisitions we have
completed during HY26, we have successfully grown our underlying business,
which has helped us achieve 17% top line growth year on year. These successes
reflect the dedication and expertise of our team, alongside our market-leading
offering. As we progress, we will continue to invest in our people,
technology, and solutions to deliver value for our customers and our
shareholders. We recognise there are exciting opportunities within our market
and we will continue to evaluate those opportunities to create value for
shareholders including identifying and executing M&A opportunities to
accelerate growth and consolidate our market leadership."
Financial Highlights
ADJUSTED RESULTS HY26 HY25 Change
Revenue £59.5m £50.8m 17%
Adjusted EBITDA(( 2 (#_ftn2) ))(,( 3 (#_ftn3) )) £8.3m £8.7m (5%)
Adjusted EBITDA margin(2) 13.9% 17.1% (320 bps)
Operating profit(2) £6.1m £6.7m (9%)
Profit before tax(2) £5.4m £6.6m (18%)
Net debt (excluding lease liabilities) (£4.7m) (£0.6m) (683%)
STATUTORY RESULTS HY26 HY25 Change
Revenue £59.5m £50.8m 17%
EBITDA £7.6m £4.8m 58%
EBITDA margin 12.7% 9.4% 330 bps
Operating profit / (loss) £2.0m (£0.4m)
Profit / (loss) before tax £1.3m (£0.5m)
Net debt (£11.1m) (£3.6m) (208%)
Strategic Summary
Optima delivered HY26 revenue of £59.5 million, in line with market
expectations, and representing c.17% growth versus HY25. The Group's unaudited
net debt position (excluding leases) at 30 September 2025 was £4.7 million,
comprised of a cash balance of £8.3 million, and £13.0 million of debt.
In line with the Group's strategy, Optima has completed two strategic
acquisitions in H1 26 to accelerate long-term growth, further increase market
share, and broaden capabilities, both in scope and geography.
· Cognate Health Limited in Ireland was acquired in April 2025 for up
to €9 million, marking Optima's first international acquisition. This
positions the Group to serve multinational clients with operations in both the
UK and Ireland. In September 2025, Cognate was strategically rebranded as
Optima Health Ireland allowing Optima to demonstrate its capacity to
seamlessly deliver occupational health services across both the UK and
Ireland.
· In May 2025, Optima announced it had entered into an agreement to
acquire Care first, a leading provider of Employee Assistance Programmes from
the Priory Group for a net consideration of £15,000, which is expected to add
c. £3.7 million of revenue per annum to the Group. Since completion of this
acquisition in June, good progress has been made in the integration of this
business into the core Optima business.
During HY 26 the Group secured new business contracts with an annualised value
of £1.9 million (HY 25: £3.6 million), with a further £8.3 million
annualised value signed or at preferred bidder stage post the period end.
Following the significant wins in the previous year, including the Medical
Assessment Services supporting the UK Armed Forces Recruitment Service
partnered with Serco, the directors are pleased with this continued momentum
supporting revenue growth.
The Group has commenced a transformation programme to ensure its platform
scales efficiently for the next stage of organic and inorganic growth and to
deliver a step change in margin as we grow our revenues. This programme will
include investments in technology in both clinical and operational delivery to
further improve and differentiate its solutions, with the objective to drive
organic growth through differentiated market leading solutions whilst reducing
operating expenditure and improving margins.
Outlook
The directors are pleased with the progress to date against our strategic
plans, and with the momentum building towards our medium-term targets, which
are to grow the Group to £200m revenue and £40m adjusted EBITDA. The
directors are confident in our growth outlook supported by both organic and
inorganic plans.
Post period end the Group has secured or is preferred bidder on £8.3 million
of new business and provides a positive organic revenue trajectory into FY27.
In addition, the Group is underway with transitioning the UK Armed Forces
Recruitment contract which is planned to commence delivering service revenues
from H1 2027. This long term contract is expected to add on average upwards of
£20 million of revenue per annum.
Inorganically, the Group has completed three acquisitions in the past twelve
months all of which are contributing to revenue growth. There are significant
opportunities for consolidation and expansion into complementary areas and
markets and the Group will continue to identify and execute value enhancing
M&A opportunities to accelerate growth and increase its market leadership.
In addition to this the Group has commenced delivery of a transformation
programme to improve our operating margins and indirect overhead efficiency.
The directors anticipate this programme to begin delivering operating
expenditure improvements from H2 FY27.
The Group welcomes the recent publication of the Keep Britain Working report,
which highlights the case for workplace health being a priority and reinforces
the need to invest in a Healthy Working Lifecycle, and improved Workplace
Health Provision to benefit individuals, employers, the state, and society as
a whole. Optima are well positioned and is investing, to play a key role in
supporting these initiatives. The prevalent and improving market dynamics and
outlook continues to give us confidence in the achievability of our
medium-term growth targets.
Briefing for Analysts
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 GMT / 06:00 ET today, 10 December, 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/69132bf027ca940014447281) . 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@icrhealthcare.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
Emma Earl/ Will Goode/ Mark Rogers/ Rupert Dearden
UK Financial PR Advisor optimahealth@icrinc.com
ICR Healthcare
Mary-Jane Elliott / Angela Gray / Chris Welsh
About Optima Health
Optima Health is the UK's leading provider of occupational health and
wellbeing services, delivering clinically led, technology-driven solutions to
organisations across the public and private sectors. With a team of more than
1,600 including 800 clinicians, Optima Health supports millions of employees
and operates from a network of more than 50 clinics nationwide.
In addition to its core UK market, Optima Health also operates in Ireland
under Optima Health Ireland, providing occupational health services to clients
nationwide.
For more information visit www.optimahealth.co.uk
(http://www.optimahealth.co.uk)
Financial
Revenue of £59.5 million in HY26 represents an increase of £8.7 million
(HY25: £50.8 million). This increase is partly due to the three acquisitions
completed after HY25, along with new business wins and increased services
provided to existing customers.
· new business won during the period included £1.9 million annualised
revenue alongside incumbent customer renewals, both bilateral and retenders.
The trend of new business generation has continued post period with £8.3
million annualised value signed or at preferred bidder stage since 30
September 25
· strong new business pipeline of £11.5 million annualised
revenue(( 4 (#_ftn4) ))
· recognition of £2.3 million Other operating income related to an
outstanding legal claim (as detailed in Note 6)
As demonstrated by past performance and our outlook, we remain confident that
over time the business will continue to organically grow, both through winning
new customers and expanding delivery to existing customers.
Primarily as a result of the increase in Employer National Insurance costs
from April 2025, adjusted operating profit decreased to £6.1 million (HY25:
£6.7 million) and consequently adjusted EBITDA decreased to £8.3 million
(HY25: £8.7 million). Adjusted EBITDA means operating profit before interest,
tax, depreciation and amortisation and excludes separately disclosed
acquisition, restructuring and other costs.
Group adjusted EBITDA margin decreased to 13.9% (HY25: 17.1%) due to the
increased costs from changes to the employer's national insurance and the
additional costs associated with being a listed company which were not present
in HY25. We are committed to and are confident of improving margins in the
medium-term as we leverage operational efficiencies and implement further
enhancements to our operating platforms.
On a statutory basis, operating profit improved to £2.0 million (HY25: £0.4
million loss) and the profit before tax for the half year improved to £1.3
million (HY25 loss before tax: £0.5 million).
Both the statutory operating loss and loss before tax for HY25 included £2.8
million of one-off costs associated with the demerger and listing.
Non-IFRS measures
These interim statements do not contain all the disclosures required by all
accounting standards . 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.
In line with historical treatment costs associated with the integration
activities have been removed to calculate adjusted metrics. Demerger/listing
fees incurred in HY25, and external costs relating to acquisitions are one-off
in nature and have also been removed from the adjusted metrics. Non-cash
element of certain charges such as share based payments 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 and EBITDA is shown below:
HY26 £m HY25 £m
Profit / (loss) from operations 2.0 (0.4)
Amortisation of acquisition intangibles 3.4 3.2
Depreciation and amortisation of non-acquisition intangibles 2.2 2.0
EBITDA 7.6 4.8
A reconciliation between statutory profit / (loss) and the adjusted
performance measures noted above is shown below:
Profit Operating EBITDA
Six months ended 30 September 2025 before tax £m profit £m
Statutory reported 1.3 2.0 7.6
Restructuring/integration costs 0.6 0.6 0.6
Share based payment 0.1 0.1 0.1
Amortisation of acquisition intangibles 3.4 3.4 -
Adjusted Results 5.4 6.1 8.3
Six months ended 30 September 2024 (Loss)/ profit Operating EBITDA
before tax £m (Loss)/profit £m
Continuing operations
Statutory reported (0.5) (0.4) 4.8
Restructuring/integration costs 1.1 1.1 1.1
Demerger/listing costs 2.8 2.8 2.8
Amortisation of acquisition intangibles 3.2 3.2 -
Adjusted Results 6.6 6.7 8.7
Restructuring and other costs
Restructuring costs for HY26 were £0.6 million (HY25: £1.1 million).
Restructuring costs primarily consist of:
• The cost of duplicated staff roles during the integration and
restructuring period (only FY25)
• The redundancy cost of implementing the post completion staff
structures
• The cost of dual running duplicate facilities no longer required
• The professional and legal fees relating to acquisitions
• 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 acquisition intangible assets for HY26 was £3.4 million
(HY25: £3.2 million). This is attributable to the carrying value of
intangible assets resulting from the acquisitions in the current and previous
years.
Demerger/listing costs were incurred in HY25 when the Group demerged from
Marlowe PLC and listed on AIM. The main costs incurred include legal fees,
reporting accountant fees and nominated advisor fees. There are no such costs
in the current period.
Earnings per share
Basic earnings per share are calculated as profit for the period less a
standard tax charge divided by the weighted average number of shares in issue
in the period.
Earnings per share* (EPS) HY26 HY25
Basic adjusted earnings per share
£0.05
£0.62
Basic profit /(loss) per share
£0.01
(£0.08)
*Refer to note 9
The earnings per share (EPS) figures for the prior periods are not directly
comparable due to the significant changes in the share capital structure.
During the prior period, the company issued 88,775,901 new shares, no new such
issue was made in the current year. 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 amounted to £0.7 million in HY26 (HY25: £0.1 million). This is
mainly attributable to IFRS 16 adjustments for right of use assets and the
revolving credit facility loan.
Taxation
The tax charge for the period has been calculated using the expected effective
tax rate method. The UK Corporation Tax rate for the year is 25% (HY 25%), and
this rate has been used as the basis for the calculation. Adjustments for any
allowances, reliefs, or other tax-specific factors are reflected in the
estimated effective tax rate applied to the interim results.
Statement of financial position
The Group looks to maintain a strong balance sheet that is commensurate with
the high levels of recurring revenues associated with its business model. Net
assets at 30 September 2025 were £169.5 million (31 March 2025: £168.1
million).
Cash flow
The Group continues to benefit from stable recurring revenue streams supported
by long-term contracts, which provide consistent monthly cash inflows.
Cashflow from operations before changes in working capital was £7.5 million
(HY25: £4.8 million), the movement is driven by increased profitability as
there are no demerger and listing costs in the current period. Operating cash
flow for the first half included a working capital outflow of £1.0 million
(HY25: £4.7 million), primarily reflecting an increase in trade and other
receivables arising from the recognition of other operating income (as
detailed in Note 6) that has not yet been received in cash. Working capital
performance in the second half is expected to benefit from timing reversals
typically realised later in the year.
Capital expenditure in HY26 totalled £1.8 million (HY25: £1.7 million)
reflecting the continued investment in our software systems and ongoing
investment in our business and facilities. The Group also acquired the entire
share capital of Cognate Health Limited and the assets and trade of Care
first, resulting in net cash outflow of £6.0 million.
As part of the demerger from Marlowe PLC, the Company paid Marlowe a cash
dividend of £20.7 million in September 2024, no dividends were paid in the
current period. During HY26 the group repaid £4.0 million of the bank loan.
Net debt and financing
Net debt at 30 September 2025, including £6.4 million of lease liabilities,
was £11.1 million (HY25: £3.6 million net debt). The biggest contributor to
this increase is a new lease for the business's new clinical facility in
central London.
Net debt (excluding lease liabilities) at 30 September 2025 was £4.7 million
(HY25: £0.6 million net debt).
In the second half, aside from normal trading activities, cash generated will
be used to reduce funding facilities or to make further strategic investments.
Key Performance Indicators ('KPIs')
The Group uses many different KPI's 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 profit before tax, adjusted operating profit and cash-flow,
including debtor analysis.
CONDENSED CONSOLIDATED STATEMENT OF TOTAL COMPREHENSIVE INCOME
Unaudited Unaudited Audited Year ended
Six months to Six months to 31 March
30 September 2025
30 September 2024
Note
2025
£'000 £'000
£'000
Continuing operations
Revenue 5 59,456 50,751 105,049
Cost of sales (43,772) (34,993) (72,008)
Gross profit 15,684 15,758 33,041
Other operating income 6 2,300 - -
Administration cost analysed as:
Share based payments (116) - (39)
Amortisation on acquisition intangibles (3,379) (3,156) (6,323)
Exceptional items 8 (617) (3,894) (3,870)
Other administration costs (11,900) (9,145) (19,569)
Total administration expenses (16,012) (16,195) (29,801)
Profit / (Loss) from operations 1,972 (437) 3,240
Finance expense (714) (93) (665)
Profit / (Loss) before taxation 1,258 (530) 2,575
Taxation (54) (142) (923)
Profit / (Loss) for the period applicable to owners of the parent 1,204 (672) 1,652
Other comprehensive income
Items that that are or may subsequently be classified to profit or loss:
Exchange differences arising on translation of foreign operations 13 - -
Total comprehensive profit / (loss) for the period attributable to owners of 1,217 (672) 1,652
the parent
Profit / (Loss) per share attributable to owners of the parent:
Basic and diluted profit / (loss) per share (£) 9 0.01 (0.08) 0.03
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Unaudited
As at Audited
30 September 2025 As at
31 March
2025
Note £'000 £'000
ASSETS
Non-current assets
Property, plant and equipment 3,306 2,896
Intangible assets 10 180,015 176,681
Right-of-use asset 6,131 4,429
Net defined benefit pension assets 83 83
Total non-current assets 189,535 184,089
Current assets
Inventories 94 100
Trade and other receivables 23,531 18,988
Current tax assets - 169
Cash and cash equivalents 8,265 14,797
Total current assets 31,890 34,054
Total assets 221,425 218,143
Liabilities
Current liabilities
Trade and other payables 15,695 11,859
Lease liabilities 950 826
Current tax liabilities 850 -
Total current liabilities 17,495 12,685
Non-current liabilities
Borrowings 11 13,000 17,000
Provisions 3,258 3,859
Lease liabilities 5,447 3,387
Deferred tax liabilities 12,772 13,092
Total non-current liabilities 34,477 37,338
Total liabilities 51,972 50,023
Net assets 169,453 168,120
Equity
Share capital 13 888 888
Share premium 13 2,993 2,993
Capital contribution reserve 14 162,403 162,403
Translation reserve 15 13 -
Other reserves 16 155 39
Retained earnings 3,001 1,797
Total equity 169,453 168,120
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Capital contribution reserve Translation Reserve Retained earnings Total
Other Reserve Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 01 April 2024 - 975 126,498 - - 145 127,618
Loss for the period - - - - - (672) (672)
Transactions with owners
Group reorganisation - - 56,651 - - - 56,651
Issue of shares 888 2,018 - - - - 2,906
Dividends paid - - (20,746) - - - (20,746)
Balance at 30 September 2024 (unaudited) 888 2,993 162,403 - - (527) 165,757
Balance at 01 October 2024 888 2,993 162,403 - - (527) 165,757
Profit for the period - - - - - 2,324 2,324
Transactions with owners
Share based payments - - - - 39 - 39
Balance at 31 March 2025 888 2,993 162,403 - 39 1,797 168,120
Balance at 01 April 2025 888 2,993 162,403 - 39 1,797 168,120
Profit for the period - - - - - 1,204 1,204
Other comprehensive income
Exchange difference on translation - - - 13 - - 13
Transactions with owners
Share based payments - - - - 116 - 116
Balance at 30 September 2025 (unaudited) 888 2,993 162,403 13 155 3,001 169,453
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited
Six months to 30 September 2025 Six months to 30 September 2024 Year end
to 31 March
2025
Note £'000 £'000 £'000
Cash flow from operating activities
Profit / (loss) before taxation from continuing activities 1,258 (530) 2,575
Adjustments for non-operating items:
Depreciation of property, plant and equipment 598 523 1,047
Amortisation of intangible assets 10 4,382 4,018 8,111
Depreciation of right-of-use assets 607 690 1,255
Loss on disposal of property, plant and equipment 8 64 65
(Gain) / loss on remeasurement of lease liabilities (10) 44 40
Share based payment 116 - 39
Movement in contingent consideration - - (375)
Movement in provisions (195) (116) (76)
Finance expenses 714 93 665
Net cash generated from operating activities before changes in working capital 7,478 4,786 13,346
Decrease / (Increase) in inventories 6 (20) (32)
(Increase) in trade and other receivables (3,464) (1,101) (284)
Increase / (Decrease) in trade and other payables 2,458 (3,570) (7,657)
Cash generated from operations 6,478 95 5,373
Tax refund /(paid) 7 (678) (2,686)
Net cash generated from / (used in) operating activities 6,485 (583) 2,687
Cash flow from investing activities
Purchase of intangible assets 10 (1,054) (968) (1,956)
Purchase of property, plant and equipment (730) (694) (1,795)
Proceeds from disposal of property, plant and equipment - - 32
Purchase of undertakings net of cash acquired (5,990) - (1,182)
Contingent consideration paid for subsidiary undertaking - - (750)
Net cash used in investing activities (7,774) (1,662) (5,651)
Cash flow from financing activities
Lease liabilities paid (including interest) (745) (693) (1,123)
Interest paid (504) (3) (441)
Dividends paid - (20,746) (20,746)
Proceeds from issue of share capital - 1,975 1,975
(Repayment) / Proceeds of borrowings (4,000) 10,000 17,000
Net cash used in financing activities (5,249) (9,467) (3,335)
Net (decrease) / increase in cash and cash equivalents (6,538) (11,712) (6,299)
Cash and cash equivalents at the beginning of the period 14,797 21,096 21,096
Exchange gain on cash and cash equivalents 6 - -
Cash and cash equivalents at the end of the period 8,265 9,384 14,797
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Company information
Optima Health is a public company incorporated in England and Wales. Its
registered address is Meadow Court, 2 Hayland Street, Sheffield, England, S9
1BY. The consolidated interim financial statements consolidate those of the
Company and its subsidiaries.
2. Summary of significant accounting policies
Basis of preparation
These consolidated interim financial statements present the results of the
Company and its subsidiaries (the "Group") for the six months ended 30
September 2025.
They are not statutory accounts in terms of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 March 2025, on which the
auditors gave an audit report which was unqualified and did not contain a
statement under section 498(2) or (3) of the Companies Act 2006, have been
filed with the Registrar of Companies. The comparative figures for the
financial year ended 31 March 2025 and the six months ended 30 September 2024
are consistent with the Group's annual financial statements and interim
financial statements respectively.
These condensed consolidated interim financial statements have been prepared
in accordance with AIM rules and the recognition and measurement requirements
of UK-adopted International Accounting Standards ("IFRS"). The accounting
policies adopted in the interim financial statements are consistent with those
adopted in the audited consolidated financial statements for the year ended 31
March 2025 and those that will be applied in the Group's annual financial
statements for the period ending 31 March 2026.
The consolidated interim financial statements are presented in thousands of
Pounds Sterling ("£'000"), which is the functional and presentational
currency of the Group.
The functional currency of one of the subsidiaries of the Group, Cognate
Health Limited acquired in April 2025 is the Euro (€). Results of this
subsidiary are translated into Pounds Sterling as follows:
- Assets and liabilities at the closing exchange rate at reporting
date;
- Income and expenses at the average exchange rates for the period;
- All resulting exchange differences recognised in other comprehensive
income and accumulated in the translation reserve.
Basis of consolidation
The interim financial statements consolidate the results of the Company and
its subsidiary undertakings made up to 30 September 2025.
Subsidiaries are entities over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Income, expenditure,
unrealised gains and intra-Group balances arising from transactions within the
Group are eliminated.
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 Annual Report for the period ended 31 March 2025 provided a
full description of the Group's business activities, its financial position,
cash flows, funding position and available facilities, together with the
factors likely to affect its future development, performance and position. It
also detailed risks associated with the Group's business.
After reviewing the Group's annual budgets, plans and financing arrangements,
the Directors consider that the Group has adequate resources to continue
operating for the foreseeable future. The Directors consider it appropriate to
adopt the going concern basis of accounting in preparing the interim financial
statements and have not identified any material uncertainties to the company's
ability to continue to do so over a period of at least twelve months from
their date of approval.
3. Critical accounting estimates and judgements
The preparation of the condensed consolidated interim 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 condensed consolidated interim 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 year ended
31 March 2025.
4. Segmental analysis
IFRS 8 requires operating segments to be identified based on information
presented to the Chief Operating Decision Maker (CODM) in order to allocate
resources to the segments and monitor performance. For Optima Health the Board
is considered to be the CODM. The CODM has determined that there is one
operating segment being the provision of occupational health and wellbeing
services.
Information about geographical revenue and non-current assets is disclosed in
note 5.
5. Revenue and Geographical analysis
The Group generates revenue primarily from the provision of occupational
health and wellbeing services provided in the ordinary course of the Group's
activities. Management considers there to be one revenue stream within the one
operating segment.
In the period ended 30 September 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% Unaudited Unaudited
30 September 2025 30 September 2024 Year ended
31
March
2025
£'000 £'000 £'000
Customer 1 6,820 7,546 14,809
Other 52,636 43,205 90,240
59,456 50,751 105,049
Geographical reporting
Although the Group comprises a single operating segment, management monitors
revenue and non-current assets by geographical area for reporting purposes.
During the year, the Group expanded its operations into the Republic of
Ireland following the acquisition of Cognate Health Limited in April 2025.
Revenue Non-current assets
30 September 2025 30 September 2025
£'000 £'000
United Kingdom 56,081 181,446
Republic of Ireland 3,375 8,089
59,456 189,535
Non-current assets comprise goodwill, other intangible assets, property, plant
and equipment and right-of-use assets. The Republic of Ireland operations
commenced in April 2025 and therefore the comparative period's revenue and
non-current assets were entirely attributable to the United Kingdom.
6. Other operating income
In the annual report for the year ended 31 March 2025, the Group disclosed
that it had successfully appealed a procurement matter relating to a tender
issued by the Department for Work and Pensions ("DWP") in the Court of Appeal.
At that time, while it was considered probable that a financial settlement
would be received, the nature, amount and timing of any settlement were
uncertain and, accordingly, no asset was recognised.
During the current year, the Group has recognised £2.3 million within other
operating income in respect of this matter. The matter remains the subject of
ongoing negotiations, and the final settlement amount has not yet been
determined.
7. Operating profit / (loss)
Operating profit / (loss) is stated after charging:
Unaudited Unaudited Audited
30 September 2025 30 September 2024 Year ended
31 March
2025
£'000 £'000 £'000
Depreciation of property, plant and equipment 598 523 1,047
Amortisation of intangible assets 1,003 862 1,788
Amortisation of intangible assets arising on acquisition 3,379 3,156 6,323
Depreciation charge of right-of-use assets 607 690 1,255
Loss on disposal of property, plant and equipment 8 64 65
Share based payment 116 - 39
5,711 5,295 10,517
8. Exceptional items
Unaudited Unaudited Year ended
30 September 2025 30 September 2024 31 March
2025
£'000 £'000 £'000
Restructuring costs 617 1,062 1,494
Demerger and listing costs - 2,832 2,751
Change in deferred consideration - - (375)
617 3,894 3,870
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;
· Professional and legal fees related to acquisitions
· 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.
9. Earnings / (loss) per share
Basic and diluted loss per share
The calculation of basic and diluted profit / (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.
Unaudited Unaudited Audited
30 September 2025 30 September 2024 31 March
£'000 £'000 2025
£'000
Profit / (loss) for the period from continuing activities 1,204 (672) 1,652
30 September 2025 30 September 2024 31 March
No. No. 2025
No.
Weighted average number of ordinary shares 88,776,226 8,685,240 51,382,110
30 September 30 September 31 March
2025 2024 2025
£
£ £
Basic and diluted profit / (loss) per share (£) 0.01 (0.08) 0.03
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. In the prior period, the company issued 88,775,901 new shares. 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. This position remains unchanged
as at 30 September 2025.
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
Unaudited Unaudited Audited
30 September 2025 30 September 2024 31 March
£'000 £'000 2025
£'000
Profit / (loss) for the period 1,204 (672) 1,652
Adjustments:
Restructuring costs 617 1,062 1,494
Demerger and listing costs - 2,832 2,751
Share based payments 116 - 39
Change in contingent consideration - - (375)
Amortisation of acquisition intangibles 3,379 3,156 6,324
Tax adjustment (895) (1,005) (1,955)
Adjusted profit for the period 4,421 5,373 9,930
30 September 2025 30 September 2024 31 March
No. No. 2025
No.
Weighted average number of ordinary shares 88,776,226 8,685,240 51,382,110
30 September 30 September 31 March
2025 2024 2024
£
£ £
Adjusted Basic and diluted profit per share (£) 0.05 0.62 0.19
10. Intangible assets
Goodwill Customer contracts Software Trade name Total
£'000 £'000 £'000 £'000 £'000
Cost
At 1 April 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
At 1 April 2024 - 9,401 6,732 1,109 17,242
Charge for the period - 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 2025 114,974 41,714 16,497 3,496 176,681
Cost
At 1 April 2025 114,974 55,258 26,685 5,117 202,034
Additions - internally developed - - 1,054 - 1,054
Additions - separately acquired 2,831 3,801 30 - 6,662
At 30 September 2025 117,805 59,059 27,769 5,117 209,750
Amortisation
At 1 April 2025 - 13,544 10,188 1,621 25,353
Charge for the period - 2,867 1,003 512 4,382
At 30 September 2025 - 16,411 11,191 2,133 29,735
Net book value
At 30 September 2025 117,805 42,648 16,578 2,984 180,015
11. Borrowings
Unaudited Audited
30 September 2025 31 March 2025
£'000 £'000
Non - Current
Bank loans 13,000 17,000
13,000 17,000
The long-term bank loan is in relation to the drawdown of an unsecured
revolving credit facility of £20m with an uncommitted accordion facility of
up to £15m. The facilities are for an initial term of three years from 13(th)
September 2024, with an option for the Company to extend by up to two years.
12. Business combinations
During the period, the following business combination occurred.
Cognate Health Limited
On 11 April 2025, the company entered into an agreement to acquire the entire
issued share capital of Cognate Health Limited on a cash-free, debt-free
basis, subject to adjustment for normalised working capital. While majority of
the share capital was acquired on that date, completion of the remaining
shares occurred in May 2025.
Cognate Health Limited is a Republic of Ireland based provider of occupational
health services. The company delivers a range of services focused on
occupational health services to improve health and wellbeing in the workplace.
It brings an established customer base and a team of approximately 60
experienced occupational health clinicians and a substantial network of 35
occupational health physicians.
The Acquisition aligns with Optima Health's strategic focus in the
occupational health sector. The Cognate platform provides occupational health
services focused on preventing work-related illnesses and injuries, protecting
workers from occupational hazards, and promoting overall workplace health and
safety. The Acquisition will also expand Optima Health's geographic reach,
creating a base in the Republic of Ireland with c.30 clinic sites across the
country. The acquisition will also expand Optima Health's customer base and
strengthen its ability to service multinational clients with operations in the
UK and Ireland.
The total consideration amounted to £6.5 million, was paid in cash on
completion. After deducting the cash balance acquired, the net cash outflow
was £6.0 million. The acquisition was financed through the Group's existing
facilities.
In addition to the initial cash consideration paid for the acquisition of
Cognate Health, there is potential deferred consideration of up to €2.0
million payable over FY27 and FY28, contingent upon the achievement of
specified performance benchmarks by Cognate Health Limited. At the time of
approval of these financial statements, the Directors are of the opinion that
no provision for contingent consideration should be recognised, as it is not
considered probable that any additional payment will be required. Given the
range and nature of the performance benchmarks, it is considered impracticable
to provide a reliable estimate of the potential financial effect on the
financial statements.
The following table summarises the provisional fair values of the assets
acquired, and liabilities assumed at the acquisition date. As the purchase
accounting has not yet been finalised in accordance with IFRS 3 Business
Combinations, these figures are subject to adjustment during the measurement
period, which will not exceed one year from the acquisition date. Any
adjustments arising from the finalisation of the purchase accounting will be
applied retrospectively to the amounts recognised at the acquisition date.
Provisional fair value
£'000
Intangible assets - customer relationships 3,727
Property, plant and equipment 278
Intangibles assets - software 30
Right of use assets 1,524
Trade and other receivables 932
Cash and cash equivalents 491
Trade and other payables (951)
Provisions (26)
Lease liabilities (1,499)
Deferred tax liabilities (466)
Net assets acquired 4,040
Goodwill 2,426
Consideration 6,466
£'000
Purchase consideration
Cash consideration 6,466
6,466
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 £171.5k have been
recognised as an exceptional expense and charged to profit or loss.
Goodwill of £2.4 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 30 September 2025, the acquiree contributed £3.4
million in revenue and £0.4 million in profit before tax to the Group's
unaudited consolidated results.
Care first
On 2(nd) June 2025 the company acquired the entire trade and assets of Care
first on a cash free, debt free basis for a net consideration of £15k. The
acquisition was financed using the Group's existing financing facilities.
Optima Health Plc holds a 100% indirect shareholding in Optima Health
UK Limited
Care first is a leading provider of mental health services. The Acquisition
will expand Optima Health's scale in the provision of mental health services,
with Care first complementing the Group's existing EAP service offering. The
deal will also expand Optima's customer base with the addition of over 1,000
new customers, presenting further cross selling opportunities of other
occupational health and wellbeing solutions. Alongside this, the Acquisition
brings additional specialist capabilities with approximately 40 experienced
employees with a substantial network. This Acquisition aligns with Optima
Health's strategic focus in the occupational health sector, consolidating
margin accretive and value creating businesses in areas where we have
significant expertise, creating additional growth opportunities and scale
benefits with enhanced operating leverage.
The following table summarises the provisional fair values of the assets
acquired, and liabilities assumed at the acquisition date. As the purchase
accounting has not yet been finalised in accordance with IFRS 3 Business
Combinations, these figures are subject to adjustment during the measurement
period, which will not exceed one year from the acquisition date. Any
adjustments arising from the finalisation of the purchase accounting will be
applied retrospectively to the amounts recognised at the acquisition date.
Provisional fair value
£'000
Intangible assets - customer relationships 74
Trade and other receivables 184
Trade and other payables (630)
Deferred tax liabilities (18)
Net assets acquired (390)
Goodwill 405
Consideration 15
£'000
Purchase consideration
Cash consideration 15
15
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 £26k have been
recognised as an exceptional expense and charged to profit or loss.
Goodwill of £405k 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 30 September 2025, the acquiree contributed
£1.45 million in revenue and £0.29 million in profit before tax to the
Group's unaudited consolidated results.
13. 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 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
Balance at 1 April 2024 888 88,776,226 - 2,993
Balance at 30 September 2025 888 88,776,226 - 2,993
On 26 September 2024, the entire issued share capital of the Company was
admitted to trading on AIM.
The share premium account consists of the amount of consideration received for
shares issued above their nominal value net of transaction costs.
14. Capital Contribution
The capital contribution reserve represents non-cash contributions to the
Company from equity holders. This includes £126.5 million for the recognition
of the investment in subsidiaries transferred from Marlowe Plc for £nil
consideration.
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 £56.7 million 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.
15. Translation reserve
Exchange differences arising on translation of the financial statements of the
Group's Republic of Ireland subsidiary, Cognate Health Limited, are recognised
in the foreign currency translation reserve. For the six-month period ended 30
September 2025, an exchange gain of £13k was recognised in other
comprehensive income.
16. Other reserves
Other reserve consists of all shares-based payment for schemes that have not
yet vested.
1 (#_ftnref1) Identified tender opportunities in our new business sales
process which is being actively pursued or has been submitted awaiting
outcome. This does not include opportunities where Optima has already been
confirmed as the preferred bidder,
2 (#_ftnref2) Earnings before interest, taxes, depreciation and amortisation
("EBITDA") adjusted for non-recurring acquisition, integration and
restructuring costs each period, along with listing costs in HY25
3 (#_ftnref3) Explanation of non-IFRS measures are contained within the
Financial review
3 Identified tender opportunities in our new business sales process which is
being actively pursued or has been submitted awaiting outcome
4 (#_ftnref4) Identified tender opportunities in our new business sales
process which is being actively pursued or has been submitted awaiting
outcome. This does not include those opportunities where Optima has been
confirmed to be the preferred bidder.
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