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]

·    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

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. The presentation will be available on Optima's website at 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 [email protected]

For further information please contact:

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

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]

·    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:

A reconciliation between statutory profit / (loss) and the adjusted performance measures noted above is shown below:

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

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION