Results for the year ended 31 March 2026

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.

17 August 2026

Optima Health Plc

Final audited results for the year ended 31 March 2026

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 full year results for the year ended 31 March 2026.

Highlights

•              Revenue of £120.6 million, up 14.8% year-on-year (FY25: £105.0 million), in line with market expectations

•              Adjusted EBITDA of £20.1 million (FY25: £17.6 million), 10% ahead of previous market expectations; adjusted EBITDA margin maintained at 16.7% (FY25: 16.7%)

•              Other operating income of £4.7 million recognised following final settlement of the previously disclosed procurement matter

•              Completion of the transformational £100.0 million acquisition of PAM Healthcare Limited (“PAM”) on 26 March 2026, significantly enhancing the scale and capability of the Group

•              Integration of PAM progressing to plan, with £2.1 million of annualised cost synergies delivered or in the process of being delivered as at 31 July 2026, against a medium-term target of £5 million

•              New business annualised wins of £10.8 million in FY26 (Optima only) (FY25: £27.2 million), including a strategic partnership with Perkbox. A further £8.6 million won or at preferred bidder stage since the period end. Combined Group pipeline of £33.9 million of annualised revenue

•              Mobilisation of the UK Armed Forces Recruitment Service (AFRS) contract continues to progress, with the service expected to go live in calendar year 2027, establishing a major long-term revenue stream with a contract value of up to £210 million over its initial seven-year term

•              Statutory operating profit of £4.0 million (FY25: £3.2 million); Statutory profit before tax of £2.5 million (FY25: £2.6 million)

•              Net cash generated from operations of £17.3 million (FY25: £5.4 million)

•              Net debt (excluding leases) of £94.4 million at 31 March 2026, reflecting the financing of the PAM acquisition; subsequent to the year end, the £30 million related party bridge loan was repaid in full using proceeds of the underwritten Open Offer, which raised gross proceeds of approximately £35.0 million

•              The Board remains confident in the Group’s markets, which continue to benefit from structural demand for occupational health and wellbeing services, and in Optima’s ability to deliver further growth in FY27 and beyond

 

Financial Highlights

ADJUSTED RESULTS*	FY26	FY25	Change
Revenue	£120.6m	£105.0m	15%
EBITDA	£20.1m	£17.6m	15%
EBITDA Margin	16.7%	16.7%	0bps
Operating Profit	£15.7m	£13.5m	16%
Profit before tax	£14.2m	£12.8m	11%
Net debt (excluding lease liabilities)	(£94.4m)	(£2.2m)	n/m

 

STATUTORY RESULTS	FY26	FY25	Change
Revenue	£120.6m	£105.0m	15%
EBITDA	£15.2m	£13.7m	11%
EBITDA Margin	12.6%	13.0%	(40bps)
Operating Profit	£4.0m	£3.2m	23%
Profit before tax	£2.5m	£2.6m	(4%)
Net debt	(£103.4m)	(£6.9m)	n/m

*Adjusted for exceptional items, share-based payments and amortisation of acquisition intangibles. Net debt movements reflect the financing of the PAM Healthcare acquisition and are not considered a meaningful percentage comparison (“n/m”).

Summary and Outlook

The Group delivered a strong performance in FY26, reflecting successful execution of its growth strategy and the increasing benefits of scale. Revenue grew c.15% to £120.6 million, and Adjusted EBITDA of £20.1 million was 10% ahead of previous market expectations.

The year was defined by the transformational acquisition of PAM Healthcare Limited for total consideration of approximately £100 million, establishing Optima Health as the leading provider of occupational health and wellbeing services across the UK and Republic of Ireland. Integration is progressing well, with annualised cost synergies of £2.1 million delivered or, in progress, as at 31 July 2026, against a medium-term target of £5 million.  This has been supported by continued organic momentum including the first full-year contribution from Optima Health Ireland and a new strategic partnership with Perkbox.

FY27 has started with strong momentum, with clear alignment to long-term structural and policy drivers, including sustained pressure on NHS capacity and the Government's Keep Britain Working agenda, both of which reinforce the essential, non-discretionary nature of employer-led health provision. The Group continues to make strong progress against its medium-term targets of achieving annual revenues of £200 million and £40 million of adjusted EBITDA (a 20% adjusted EBITDA margin).

Priorities for the year-ahead include integrating PAM to realise the full operational and financial benefits of the combination, continued rollout of major contracts including the UK Armed Forces Recruitment Service contract, with service go-live expected in calendar year 2027, and accelerating organic growth  through deepening existing client relationships, converting our strong pipeline, and expanding our higher-value, integrated service offerings. Continued investment in technology and AI will remain central to improving productivity, clinical outcomes, and scalable service delivery, alongside measured international expansion. The board will also continue its disciplined M&A strategy, originating and executing opportunities which will accrete value for shareholders.  

The Board remains confident in the Group’s markets, which continue to benefit from structural demand for occupational health and wellbeing services, and in Optima’s ability to deliver further growth in FY27 and beyond.

Jonathan Thomas, Chief Executive Officer, commented: “Optima’s performance in FY26 further demonstrates our strong and consistent financial performance as we continue to deliver against our strategic objectives. The acquisition of PAM during the year has enabled us to expand our capabilities and strengthen our ability to support customers across the UK and Ireland.  Integration is progressing well, with cost synergies already being delivered.

“As we look ahead, our priorities remain clear: maintaining high quality service delivery, progressing integration activities and our transformation programme, and advancing strategic initiatives to support the next phase of growth towards our stated ambition.”

Briefing for Analysts Today

Optima’s management team, led by Jonathan Thomas, Chief Executive Officer, and Andrew Bones, Interim Chief Financial Officer, will be hosting a live virtual briefing and Q&A session for analysts at 11am BST today, 17 August.

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]

 

Enquiries

Optima Health Jonathan Thomas, CEO Andrew Bones, Interim CFO	+44(0) 33 0008 5113 [email protected]
Nominated Adviser and Joint Corporate Broker Panmure Liberum Limited Emma Earl / Will Goode/ Mark Rogers / Rupert Dearden	+44 (0)20 3100 2000
Joint Corporate Broker Cavendish Capital Markets Geoff Nash / Ben Jeynes / George Lawson / Julian Morse / Michael Johnson/ Nigel Birks	+ 44 (0)20 7220 0500
UK Financial PR Adviser ICR Healthcare Mary-Jane Elliott / Angela Gray / Lindsey Neville	[email protected]

 

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. Following completion of the acquisition of PAM Healthcare Limited in March 2026, the enlarged Group employs more than 1,250 clinicians directly, supported by a wider network of more than 1,000 subcontracted associate clinicians, and delivers more than one million interventions each year across a national network of clinics.

In addition to its core UK market, Optima Health operates in the Republic of Ireland through Optima Health Ireland and Corporate Health Ireland (CHI), where the Group is now market leader, as well as in the UK.

For more information visit www.optimahealth.co.uk

CEO Strategic and Business Review

Strategic Progress Overview

During the year ended 31 March 2026, Optima Health continued to execute on its strategic objectives, delivering significant progress against its medium-term plans set out at IPO.

The foundations established and completed in FY25, including the Group’s listing on AIM and the full integration of previously acquired businesses onto a unified operating model and proprietary technology platform, have enabled the Group to focus on operational leverage, service innovation and growth. All businesses acquired before the acquisition of PAM Healthcare Limited now operate within a single, standardised clinical and operational framework, with consistent governance and quality assurance embedded across the Group, creating a scalable platform for both organic growth and further acquisition integration.

FY26 represents the first full year operating as an independent AIM-listed business, and the Group is now reaping the rewards of increased commercial and operational focus, disciplined and value-accretive capital allocation, and strategic flexibility aligned to its market opportunities.

Key highlights during the year include:

•              Integration and optimisation: Successful integration of BHSF Occupational Health and Care first, creating a scaled, market-leading platform with enhanced clinical capability, national coverage and expanded client relationships. The Group’s previously announced transformation and optimisation programme is in the execution phase and delivering improvements.

•              PAM acquisition: The £100 million purchase of PAM Healthcare at the end of the financial year was a transformational step in the Group’s strategy to achieve its medium-term target of £200 million revenue and £40 million adjusted EBITDA (a 20% adjusted EBITDA margin), significantly increasing scale, strengthening and deepening capability, and expanding the Group’s presence across corporate and public sector customers. Integration into the Group is well underway, with plans in place for the delivery of revenue and cost synergies, cross-selling and margin enhancement. As at 31 July 2026, £2.1 million of annualised cost synergies had either been delivered or were in the process of being delivered.

•              UK Armed Forces contract (AFRS) mobilisation: Mobilisation of the Optima workstreams is progressing well and to plan, with the service expected to go live in calendar year 2027, establishing a major long-term revenue stream in an adjacent market for the Group, with a contract value of up to £210 million over the initial seven-year contract term.

•              International expansion: First full-year contribution from Optima Health Ireland (previously Cognate Health), with continued alignment to Optima’s operating model and technology. Combined with Corporate Health Ireland (CHI), a subsidiary of PAM, Optima Health is now market leader in Ireland as well as the UK.

•              Perkbox partnership: The Group secured a strategic contract win with Perkbox, a leading employee benefits platform, providing access to a large and growing SME and mid-market customer base. This partnership represents an important route to market for Optima’s digital and preventative health services and is expected to deliver c.£6.5 million of revenue per annum over its five-year term.

•              Organic growth: Strong new business performance across corporate, public sector and SME markets, supported by increasing demand for leading, holistic and integrated health solutions.

Group Results

The Group delivered a strong financial performance in FY26, reflecting successful execution of its growth strategy and increasing benefits of scale.

Revenue was £120.6 million (FY25: £105.0 million), reflecting growth of c.15% over the previous year, driven by acquisitions, organic wins in core markets and success in adjacencies. This excludes the impact of the acquisition of PAM, which completed on 26 March 2026; for the year ended 31 December 2025, PAM delivered unaudited revenues of £66.6 million and adjusted EBITDA of £8.2 million.

FY26 results were ahead of previous market expectations at the Adjusted EBITDA level by c.10%, which included other operating income of £4.7 million recognised in the year following final settlement of the previously disclosed procurement matter. Adjusted EBITDA was £20.1 million (FY25: £17.6 million), with EBITDA increasing to £15.2 million (FY25: £13.7 million). Adjusted EBITDA margin remained consistent at 16.7% (FY25: 16.7%). Excluding the other operating income recognised in the year, H2 Adjusted EBITDA was £9.4 million (15.4% margin) compared with £6.0 million (10.1% margin) in H1, reflecting the progress made on margin improvement initiatives despite cost increases incurred from the increase in employer’s National Insurance from April 2025.

Annual Recurring Revenue (ARR) and contracted backlog grew further with new business wins of £10.8 million in the year, which includes the strategic partnership with Perkbox but excludes the impact of PAM.

Statutory operating profit was £4.0 million (FY25: £3.2 million), with statutory profit before tax of £2.5 million (FY25: £2.6 million). Adjusted Basic earnings per share was 12p (FY25: 19p).

The Group continues to benefit from strong cash generation from operations and a capital-light operating model, with existing debt facilities supporting further strategic M&A and investment. Net cash generated from operations for FY26 was £17.3 million (FY25: £5.4 million). As at 31 March 2026, net debt (excluding leases) stood at £94.4 million (31 March 2025: £2.2 million), the increase reflecting the transformational acquisition of PAM, which completed on 26 March 2026. A £30 million bridge loan arranged to complete the PAM acquisition is included within the 31 March 2026 net debt balance; shortly after the year end this was repaid by proceeds from the Group’s open offer equity issuance, significantly reducing the net debt position.

Our Markets

Ill health continues to place a significant and growing burden on both the UK economy and public finances. The cost of health-related absence and reduced workforce productivity is estimated at £150 billion annually, equivalent to around 7% of GDP, while the wider cost to the state is estimated at £212 billion per year. Mental health conditions, including stress and anxiety, remain a leading driver, accounting for nearly half of all working days lost. This reinforces the critical role that employers and Optima Health play in supporting workforce health, productivity, and performance. These trends have been further amplified by structural pressures on the NHS, with waiting lists sitting around 7.2 million as of May 2026. Economic inactivity due to ill health has increased materially, reaching 2.8 million people, roughly equivalent to 7% of the workforce and 25% higher than pre-pandemic levels. This presents both a significant societal challenge and a clear call to action.

As a result, we are seeing a clear and accelerating shift towards earlier intervention and prevention. Organisations increasingly recognise that investing in proactive health management not only improves employee outcomes but also delivers measurable returns through reduced absence, improved productivity, and more effective rehabilitation pathways. This direction of travel is strongly aligned with national policy priorities, including those set out in the Government’s Keep Britain Working report, which emphasises the importance of employer-led solutions in addressing economic inactivity and supporting long-term workforce participation.

Employers, supported by occupational health and wellbeing providers, have an increasingly important role in keeping people in work, supporting their long-term health, and enabling sustainable performance. Delivering on this requires clinical expertise, scalable delivery models, and meaningful engagement with employees and clients alike.

The UK occupational health market remains resilient and continues to grow, valued at £1.2 billion (£1.6 billion including Ireland) and projected to reach £1.4 billion by 2028. Growth is being driven both by increasing adoption, particularly among SMEs, where penetration remains low, and by expansion in the breadth and scope of services required by existing clients. The market is underpinned by statutory obligations and non-discretionary services, providing a strong and stable foundation for long-term growth.

Looking ahead, we see several structural drivers shaping the future of the sector. Demographic trends are placing increasing pressure on employers to support an ageing and less healthy workforce, while health and wellbeing have become established board-level priorities. Demand continues to grow for digitally enabled, integrated solutions that support both prevention and treatment across physical and mental health. At the same time, data-driven insight is enabling more targeted and predictive interventions, improving outcomes and demonstrating clear return on investment.

In this context, the role of specialist providers such as Optima Health is becoming more critical. As organisations seek to navigate increasing complexity, outsourcing continues to grow, with demand for high-quality, clinically governed services delivered at scale. This is further supported by government policy initiatives, including the WorkWell programme and the broader Keep Britain Working agenda, which aim to expand access to occupational health and increase employer engagement.

Against this backdrop, we believe Optima Health is well positioned to support our clients, deliver meaningful health outcomes, and capitalise on the significant long-term opportunity within the market.

Our Strategy

Driving Operational Excellence and Margin Expansion

During FY26, we made strong progress in transforming our core operations to enhance margins through greater standardisation and scalability. Our transformation programme includes seven key workstreams covering; Clinical efficiency, Self-service & Contact centre modernisation, Operational process & workflow improvements, Administration excellence, Clinical expertise mix, Proprietary system platform enhancements, and Overhead efficiency. Our AI strategy is a key enabler to some of these workstreams. A key priority is now the integration of Optima and PAM, where we have begun to realise both cost and operational synergies, with a clear pathway to delivering £5 million of cost synergies over the medium term. These actions, combined with a continued focus on overhead efficiency, underpin our ambition to achieve a target EBITDA margin of 20%. We have also continued to invest in technology and AI-enabled solutions, supporting productivity improvements, enhanced clinical utilisation, and more consistent, data-led service delivery.

Accelerating Organic Growth and Market Expansion

In FY26, we delivered organic growth across both our core occupational health services and expanded offerings, supported by sustained demand for integrated health and wellbeing solutions. We have broadened our health provision, particularly across preventative services, mental health, and musculoskeletal pathways, enabling us to deliver more comprehensive and higher-value solutions. New contract wins and extensions, including strategic partnerships such as Perkbox, demonstrate our ability to deepen client relationships and capture growth across both established and adjacent markets.

Strategic M&A and Capital Allocation

The acquisition of PAM represents a significant strategic milestone in FY26 and reflects our disciplined approach to capital allocation, reinforcing our reputation as the buyer of choice in our market. This transaction enhances our scale, strengthens our clinical capabilities, and expands our market reach. Integration has progressed well post year-end, and we remain focused on delivering the full value of the combination, including the realisation of targeted synergies. We continue to maintain a strong pipeline of acquisition opportunities across core and adjacent markets, aligned to our strategy of building a scaled, integrated health services platform

Geographic Expansion and Platform Scaling

During FY26, we have taken further steps to position the Group for geographic expansion, including initial progress in extending our presence into European markets such as the Republic of Ireland. While still at an early stage, this provides a platform for future growth and revenue diversification. At the same time, we have continued to strengthen our scalable operating model, ensuring we can deliver consistent, high-quality services across an expanding client base and multiple geographies, supporting our long-term growth ambitions.

Outlook

We enter FY27 with strong momentum, supported by the increased scale and enhanced capabilities delivered through the PAM acquisition, which in the year ended 31 December 2025 generated £66.6 million in revenue, and clear alignment with long-term structural and policy drivers. The growing economic and societal focus on workforce participation, health improvement, and reducing economic inactivity, reinforced by initiatives such as the Government’s Keep Britain Working agenda, continues to underpin sustained demand for occupational health and wellbeing services. At the same time, ongoing pressure on NHS capacity further strengthens the role of employer-led health provision.

Against this backdrop, we remain confident in the robustness and growth trajectory of our markets. Occupational health services are increasingly recognised as essential, rather than discretionary, with employers continuing to invest in solutions that improve workforce productivity, reduce absence, and support long-term health outcomes.

Our focus in FY27 is on disciplined execution against our strategic priorities at pace. A key area of emphasis will be the integration of PAM, with a clear focus on realising the full operational and financial benefits of the combination, including delivery of our £5 million cost synergy target and progression towards our medium-term adjusted EBITDA target of £40 million. Alongside this, we will continue the rollout of major contracts, including AFRS, ensuring high-quality delivery and long-term value creation.

We will also prioritise accelerating organic growth through deepening existing client relationships, converting our strong pipeline, and expanding our higher-value, integrated service offerings across prevention, early intervention, and treatment pathways. Investment in technology and AI will remain central to our approach, enabling improved productivity, enhanced clinical outcomes, and more scalable, data-driven service delivery. Our combined Group pipeline currently includes £33.9 million of annualised revenue.

International expansion remains an important medium-term opportunity. In FY27, we will continue to build our presence in Ireland, leveraging our platform to support geographic diversification and access new growth opportunities, while maintaining a disciplined and measured approach.

The profitable and cash generative nature of the enlarged Group with low capital intensity will allow for rapid deleveraging, and our intention remains to target below 1x net debt to adjusted EBITDA by the 3rd year following the acquisition of PAM, however we also remain active in evaluating targeted acquisition opportunities to build further scale and capitalise on strategic opportunities as they arise. Our disciplined approach to capital allocation will ensure that transactions are value-accretive for our shareholders and strategically aligned.

Overall, we believe the Group is well positioned to deliver further growth in FY27 and beyond. With a strengthened platform, clear strategic focus, and favourable market dynamics, we remain confident in our ability to drive sustainable value for our clients, employees, and shareholders.

FY26 has been a highly successful year, and I would like to thank all our people for their continued dedication and contribution during a year of significant progress.

Jonathan Thomas

Chief Executive Officer

Chairman’s Statement

I am pleased to present Optima Health’s Annual Report for FY26, a year in which the Group has continued to make strong strategic and operational progress. Building on the foundations established at listing, Optima has delivered organic growth and has made a significant step forward in scale through the acquisition of PAM, further strengthening its market position and creating a more robust, scalable platform for future growth.

The UK leader in B2B healthcare and wellbeing solutions

Optima is recognised as the leading provider of B2B healthcare and wellbeing solutions in the UK and Ireland, and our primary focus remains on continuing to increase market share in what is an attractive and growing market. The UK occupational health market is forecast to expand to £1.4 billion by 2028, driven by increasing employer adoption and a broadening of services. Alongside organic growth, the PAM acquisition represents an important milestone, enhancing our capabilities, expanding our service offering, and increasing our market presence. Integration is progressing in line with expectations, with a clear focus on disciplined execution and delivery of the targeted strategic outcomes.

Commitment to governance and sustainability

Strong governance is central to the Board’s approach, particularly as the Group grows at pace. Our governance framework supports the effective development and oversight of the business, drawing on the breadth of skills and experience across the Board whilst ensuring clear accountability in decision-making. We balance appropriate rigour and discipline with agility and the mindset to get things done to win in a competitive and fast evolving market.

As a listed business, we are committed to high standards of corporate governance, with continued focus on risk management, internal controls, and oversight of strategic execution, including the integration of PAM. The Board has maintained close engagement with management throughout the year, ensuring that growth initiatives, operational transformation, and capital allocation decisions are subject to appropriate scrutiny.

Board developments

There were no Board changes during the year. Subsequent to the year end, Heidi Giles left the Group on 31 July 2026. The Directors continue to provide both oversight and constructive challenge to the executive team. The diverse experience of the Board, together with a clear governance framework is of critical importance as the Group integrates PAM and continues to scale its operations.

Looking ahead

As we look ahead, the Board is confident in the Group’s prospects. Optima enters FY27 with increased scale, a strengthened platform, and clear strategic priorities, including completing the integration of PAM, delivering against key contracts, progressing selective expansion opportunities, and continuing to grow both organically and through targeted acquisitions. The market backdrop remains positive, with strong structural demand driven by increasing employer focus on workforce health, economic inactivity, and sustained pressure on public healthcare systems. On behalf of the Board, I would like to thank our customers, employees, clinicians, and shareholders for their continued support and contribution over the past year.

Julia Robertson

Independent Non-Executive Chairman

Financial Review

Financial review of Group

Optima Health delivered strong financial results in the year, with adjusted EBITDA exceeding market expectations, while making significant strategic progress during another transformative period for the Group.

During the year, the Group completed the acquisitions of Cognate Health Limited (Republic of Ireland), Care first and PAM Healthcare Limited (PAM), materially increasing the scale of the Group, broadening its service capabilities and establishing a stronger platform across both the UK and Republic of Ireland. The Group also commenced mobilisation of the Armed Forces Recruitment Service contract, which represents a significant long-term opportunity and an important milestone in the Group’s strategic objectives.

The acquisition of PAM was completed on 26 March 2026 and, as such, the Group’s income statement for the year does not include any trading contribution from PAM as the amounts were not material to financial results. The impact of the acquisition is therefore primarily reflected in the year-end statement of financial position, the Group’s net debt position and exceptional costs, which include costs associated with the PAM acquisition. The related trading contribution, synergies and integration benefits are expected to be reflected in future periods.

Revenue increased by 14.8% to £120.6 million (FY25: £105.0 million), supported by continued new business wins, mobilisation activity associated with the Armed Forces Recruitment Service contract and acquisitions completed during the year. The Group continued to benefit from a high level of recurring and contracted revenues, with growth supported by both new customer wins and increased services provided to existing customers.

Gross profit increased to £35.4 million (FY25: £33.0 million), reflecting the increased scale of the Group following acquisitions and continued demand for its occupational health and wellbeing services. Gross margin reduced from the previous year, primarily due to increased employer National Insurance contributions and Real Living Wage increases.

Other operating income of £4.7 million was recognised in the year following final settlement of the previously disclosed procurement matter.

Adjusted EBITDA increased to £20.1 million (FY25: £17.6 million), with adjusted EBITDA margin maintained at 16.7% (FY25: 16.7%). The increase was supported by other operating income recognised in the year and the benefit of increased scale following acquisitions. This was partly offset by increased employer National Insurance contributions, Real Living Wage increases, the first full year of costs associated with operating as a listed company, and Integration and Change Team costs which are treated as business-as-usual costs in the year.

Statutory profit before tax was £2.5 million (FY25: £2.6 million). The reduction primarily reflects higher exceptional costs, increased finance costs and the continued amortisation of acquired intangible assets. Exceptional items were £4.7 million (FY25: £3.9 million), with the increase mainly driven by acquisition-related costs associated with the PAM acquisition and related bridge loan fees incurred to support the acquisition financing. Finance costs increased year-on-year, reflecting a full year of interest costs following the demerger from Marlowe plc and the Group’s increased debt profile following acquisition activity.

Integration activity is well underway across the acquired businesses. Cognate Health Limited has expanded the Group’s presence in the Republic of Ireland and enhanced its ability to support customers with operations across both the UK and Ireland. Care first has increased scale within the Group’s mental health service offering. The acquisition of PAM represents a transformational step in the Group’s acquisition-led growth strategy and significantly enhances the Group’s scale, capability and market position.

The acquisition of PAM is expected to generate revenue synergies, operational efficiencies and cost efficiencies, and the enlarged Group is now better positioned to progress towards its medium-term objectives of £200 million of annual revenue and £40 million of adjusted EBITDA.

As at 31 March 2026, the Group had cash and cash equivalents of £21.6 million (FY25: £14.8 million), borrowings of £86.0 million (FY25: £17.0 million) and a related party bridge loan of £30.0 million. Net debt excluding leases was £94.4 million at the year end, reflecting the financing of the PAM acquisition. Subsequent to the year end, £30m of the related party bridge loan balance was repaid in April 2026.

Net assets were £169.8 million as at 31 March 2026 (FY25: £168.1 million). Total assets increased to £356.0 million (FY25: £218.1 million), principally reflecting goodwill and acquired intangible assets recognised on acquisitions completed during the year. Total liabilities increased to £186.2 million (FY25: £50.0 million), primarily due to acquisition-related borrowings, the related party bridge loan and liabilities acquired through business combinations.

The Group continues to benefit from revenues with attractive underlying working capital characteristics. Cash generated from operations increased to £17.3 million (FY25: £5.4 million), with net cash inflow from operating activities of £15.2 million (FY25: £2.7 million).  The improvement reflects the Group’s cash-generative operating model, supported by recurring and contracted revenues, while the Group continued to invest in integration, transformation and mobilisation activity to support future growth.

Non-IFRS measures

The results 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, costs associated with the integration activities which completed during the year have been removed to calculate adjusted metrics. Demerger/listing fees incurred in the prior 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, Profit before tax and EBITDA is shown below:

	FY26 £m	FY25 £m
Operating Profit	3.98	3.24
Amortisation of acquisition intangibles	6.76	6.32
Depreciation and amortisation of non-acquisition intangibles	4.45	4.09
EBITDA	15.19	13.65

A reconciliation between statutory results and the adjusted performance measures noted above is shown below:

Financial year ended 31 March 2026	Profit before tax £m	Operating Profit £m	EBITDA £m
Statutory reported	2.47	3.98	15.19
Exceptional items	4.69	4.69	4.69
Share based payments	0.24	0.24	0.24
Amortisation of acquisition intangibles	6.76	6.76	-
Adjusted Results	14.16	15.67	20.12

 

Financial year ended 31 March 2025	Profit before tax £m	Operating Profit £m	EBITDA £m
Statutory reported	2.58	3.24	13.65
Exceptional items	3.87	3.87	3.87
Share based payments	0.04	0.04	0.04
Amortisation of acquisition intangibles	6.32	6.32	-
Adjusted Results	12.81	13.47	17.56

Adjusting items

Restructuring costs for the year were £1.5 million. This includes costs associated with the integration of new acquisitions and the ongoing transformation project. Restructuring costs primarily consist of:

- The cost of duplicated staff roles and other duplicated operational costs during the integration and restructuring period;

- The redundancy costs of implementing post-acquisition organisational structures;

- Costs relating to redundant property leases as part of business combinations, where sites are no longer required for the Group's operational purposes;

- Transformation team costs incurred in delivering integration, restructuring and operational change programmes across the Group;

- IT costs associated with the integration of acquired businesses and migration to Group IT systems.

The Group expects future exceptional integration costs to be assessed by reference to the nature of the underlying activity and the Group’s exceptional items policy. This may include redundancy costs, duplicate running costs incurred during integration, costs associated with external advisors supporting M&A activity, transformation costs and integration costs attributable to the PAM acquisition. The treatment of Integration and Change Team costs, including any temporary duplicate costs incurred while acquired businesses are integrated into the Group’s operating model, will continue to be assessed as the PAM integration progresses.

Demerger/listing costs of £2.8 million were incurred in the prior 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.

Acquisition related fees in the year were £3.2m. The costs incurred include professional fees associated with acquisitions, including due diligence, legal and tax advisory costs, and acquisition fee costs, such as bridge facility fees, and other costs directly related to funding business combinations.

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. No such movements were recognised in the current year (FY25: £0.4m).

Amortisation of acquired intangible assets for FY26 was £6.76 million (FY25: £6.32 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 acquisitions completed since.

Non-cash share-based payment charge under IFRS2 for the year was £0.24 million (FY25: £0.04 million), this relates to the new Save as You Earn scheme and Management share plan.

Earnings per share

Basic adjusted earnings per share are calculated as adjusted profit for the year, less a standard tax charge, divided by the weighted average number of ordinary shares in issue during the year. Basic earnings per share reflects the actual tax charge recognised in the Consolidated Statement of Comprehensive Income.

	FY26	FY25
Basic adjusted earnings per share	£0.12	£0.19
Basic earnings per share	£0.02	£0.03

The earnings per share figures for the current and prior periods are not directly comparable due to changes in the Company’s share capital structure, including the bonus element arising from the Open Offer completed after the year end, which has been reflected retrospectively in accordance with IAS 33.

Interest

Net finance costs increased to £1.5 million in the year (FY25: £0.7 million). The increase primarily reflects a full year of interest costs following the introduction of the Group’s revolving credit facility at the time of demerger from Marlowe plc in September 2024.

Taxation

UK Corporation Tax is calculated at 25% (FY25: 25%) of the estimated assessable profit for the year. The Group’s effective tax rate increased to 43% from 36% in the prior year, primarily due to an increase in non-deductible exceptional costs. The majority of these costs related to acquisitions and associated restructuring activities and are therefore not deductible for corporation tax purposes. As a result, these costs reduce accounting profit without a corresponding reduction in the tax charge, increasing the effective tax rate.

Cash flow, net debt and financing

The Group benefits from revenues which have beneficial underlying working capital characteristics.

	FY26 £m	FY25 £m
Cash generated from operations before demerger and restructuring costs	22.0	9.6
Demerger, restructuring and acquisition costs	(4.7)	(4.2)
Cash generated from operations	17.3	5.4
Lease repayments including interest	(1.5)	(1.1)
Net finance costs from borrowings	(1.0)	(0.5)
Tax	(2.0)	(2.7)
Loans released as part of the demerger from Marlowe Plc	-	55.1
Purchase of subsidiary undertakings net of cash acquired	(101.8)	(1.1)
Contingent consideration paid for subsidiary undertakings	-	(0.8)
Net capex	(3.2)	(3.8)
Proceeds from share issuance	-	2.0
Dividends paid	-	(20.7)
Movement in net debt	(92.2)	31.8
Opening net debt (excluding leases)	(2.2)	(34.0)
Closing net debt (excluding leases)	(94.4)	(2.2)

Cash generated from operations before demerger, acquisition, integration and restructuring costs increased to £22.0 million (FY25: £9.6 million), reflecting the increased scale of the Group and continued cash generation from its recurring and contracted revenue base, together with cash received from other operating income.

Demerger, acquisition, integration and restructuring costs were £4.7 million in the year (FY25: £4.2 million before a £0.4 million credit relating to the change in deferred consideration). After these costs, cash generated from operations was £17.3 million (FY25: £5.4 million).

The increase in operating cash generation reflects the underlying profitability, the benefit of other operating income recognised in the year and continued focus on working capital management, partly offset by acquisition costs.

Lease repayments, including interest, were £1.5 million (FY25: £1.1 million), while net finance costs from borrowings increased to £1.0 million (FY25: £0.5 million), reflecting the Group’s increased debt profile following acquisition activity and a full year of financing costs following the demerger from Marlowe plc.

Tax payments were £2.0 million (FY25: £2.7 million).

During the year, the Group incurred cash outflows of £101.8 million in respect of the purchase of subsidiary undertakings, net of cash acquired, principally reflecting the acquisition of PAM Healthcare Limited.

Net capital expenditure was £3.2 million (FY25: £3.8 million), reflecting continued investment in the Group’s systems, technology and operational infrastructure.

Net debt excluding lease liabilities increased from £2.2 million at 31 March 2025 to £94.4 million at 31 March 2026. This movement primarily reflects the debt financing used to fund acquisition activity during the year, in particular the acquisition of PAM Healthcare Limited, partly offset by cash generated from operations. As the PAM acquisition completed on 26 March 2026, the year-end net debt position reflects the acquisition financing, while the income statement does not include any material trading contribution from PAM.

Following the year end, the Group repaid the £30.0 million related party bridge loan using the net proceeds from the Open Offer completed in April 2026. The Group remains focused on disciplined deleveraging, supported by cash generation, integration delivery and the realisation of expected synergies from the enlarged Group.

Financial outlook

Looking ahead, the Group enters FY27 with increased scale, broader service capability and a stronger platform across both the UK and Republic of Ireland. The completion of the PAM acquisition, together with the ongoing mobilisation of the Armed Forces Recruitment Service contract, provides a clear platform for future revenue growth.

The Group’s near-term priorities are disciplined integration of acquired businesses, delivery of anticipated synergies, continued investment in technology-enabled service delivery and deleveraging. Whilst near term we anticipate margins to be impacted by the acquisition of PAM, we expect margins to improve over time as integration benefits, operational efficiencies and contract maturity are delivered.

The Group remains confident in its ability to deliver long term sustainable growth, supported by its recurring and contracted revenue base, strong market position and the structural demand for occupational health and wellbeing services. While the Group will continue to assess value enhancing acquisition opportunities, capital allocation will remain disciplined and focused on supporting sustainable growth and shareholder value.

Jonathan Thomas

Chief Executive Officer

 

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2026

		2026			2025
	Note	£’000			£’000
Revenue	7	120,636			105,049
Cost of sales		(85,258)			(72,008)
Gross profit		35,378			33,041
Other operating income	8	4,700			-
Administration costs analysed as:
Share-based payments		(242)			(39)
Amortisation of acquisition intangibles		(6,757)			(6,323)
Exceptional items	9	(4,693)			(3,870)
Other administration costs		(24,408)			(19,569)
Total Administrative expenses		(36,100)			(29,801)
Operating profit		3,978			3,240
Finance income		55			-
Finance expense		(1,561)			(665)
Profit before tax		2,472			2,575
Taxation	11	(1,068)			(923)
Profit for the year from continuing operations applicable to owners of the parent		1,404			1,652
Other comprehensive income: Items that may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations		11			-
Total comprehensive income applicable to owners of the parent		1,415			1,652

 

Earnings per share attributable to owners of the parent
Basic (£)	12	0.02			0.03
Diluted (£)	12	0.02			0.03

 

Consolidated statement of financial position as at 31 March 2026

		2026	2025
	Note	£'000	£'000
Assets
Non-current assets
Intangible assets	13	285,779	176,681
Property, plant & equipment		4,766	2,896
Right-of-use assets		8,679	4,429
Net defined benefit pension asset		83	83
Total non-current assets		299,307	184,089
Current assets
Inventories		397	100
Trade and other receivables		34,675	18,988
Current tax assets		31	169
Cash and cash equivalents		21,606	14,797
Total current assets		56,709	34,054
Total assets		356,016	218,143
Liabilities
Current liabilities
Trade and other payables		35,798	11,859
Related party loans	14	30,000	-
Lease liabilities		1,353	826
Total current liabilities		67,151	12,685
Non-current liabilities
Borrowings	15	86,000	17,000
Lease liabilities		7,613	3,859
Provisions		3,721	3,387
Deferred tax liabilities		21,754	13,092
Total non-current liabilities		119,088	37,338
Total liabilities		186,239	50,023
Net assets		169,777	168,120
Equity
Share capital	17	888	888
Share premium	18	2,993	2,993
Capital contribution reserve	18	162,403	162,403
Translation reserve	18	11	-
Other reserves	18	281	39
Retained earnings	18	3,201	1,797
Total equity applicable to owners of the parent		169,777	168,120

Consolidated statement of changes in equity for the Year Ended 31 March 2026

				Share capital	Share premium	Capital contribution reserve	Translation reserve	Other reserve	Retained earnings	Total equity
			£’000		£’000	£’000	£’000	£’000	£’000	£’000
Balance as at 1 April 2024			-		975	126,498	-	-	145	127,618
Total comprehensive income
Profit for the year			-		-	-	-	-	1,652	1,652
Transactions with owners
Group reorganisation			-		-	56,651	-	-	-	56,651
Issue of shares			888		2,018	-	-	-	-	2,906
Share-based payments			-		-	-	-	39	-	39
Dividends paid			-		-	(20,746)	-	-	-	(20,746)
Balance as at 31 March 2025			888		2,993	162,403	-	39	1,797	168,120
Balance as at 1 April 2025			888		2,993	162,403	-	39	1,797	168,120
Total comprehensive income
Profit for the year			-		-	-	-	-	1,404	1,404
Foreign exchange movement on translation			-		-	-	11	-	-	11
Transactions with owners
Share-based payments			-		-	-	-	242	-	242
Balance as at 31 March 2026			888		2,993	162,403	11	281	3,201	169,777

Consolidated statement of cash flows for Year Ended 31 March 2026

			2026			2025
			£’000			£’000
Cash flows from operating activities
Profit before taxation			2,472			2,575
Adjustments for:
Depreciation of property, plant and equipment			1,198			1,047
Amortisation of intangible assets			8,818			8,111
Depreciation of right-of-use assets			1,188			1,255
Loss on disposal of property, plant and equipment			8			65
Loss on remeasurement of lease liabilities			7			40
Share based payments			242			39
Movement in contingent consideration			-			(375)
Movement in provisions			(615)			(76)
Finance income			(55)			-
Finance expense			1,561			665
Net cash generated from operating activities before changes in working capital			14,824			13,346
(Increase) in inventories			(48)			(32)
(Increase) in trade and other receivables			(1,846)			(284)
Increase / (decrease) in trade and other payables			4,331			(7,657)
Cash generated from operations			17,261			5,373
Tax paid			(2,021)			(2,686)
Net cash inflow from operating activities			15,240			2,687
Cash flows from investing activities
Purchase of intangible assets			(2,044)			(1,956)
Purchase of property, plant and equipment			(1,090)			(1,795)
Proceeds from disposal of plant, property and equipment			-			32
Purchase of subsidiary undertakings net of cash acquired			(101,813)			(1,182)
Contingent consideration paid for subsidiary undertaking			-			(750)
Interest received			55			-
Net cash outflow from investing activities			(104,892)			(5,651)
Cash flows from financing activities
Lease liabilities paid (including interest)			(1,524)			(1,123)
Interest paid on borrowings			(1,016)			(441)
Proceeds from borrowings			69,000			17,000
Related party loans received			30,000			-
Proceeds from issue of share capital			-			1,975
Dividends paid			-			(20,746)
Net cash inflow / (outflow) from financing activities			96,460			(3,335)
Net increase / (decrease) in cash and cash equivalents			6,808			(6,299)
Cash and cash equivalents at beginning of the year			14,797			21,096
Exchange gain on cash and cash equivalents			1			-
Cash and cash equivalents at end of year			21,606			14,797

Notes to the 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 consolidated financial statements consolidate those of the Company and its subsidiaries.

2. Basis of consolidation

The final results for the year ended 31 March 2026 are prepared in accordance with UK adopted International Accounting Standards (IAS) and interpretations by the IFRS Interpretations Committee applicable to companies reporting under UK adopted IFRS. They do not include all the information required for full annual statements. The accounting policies adopted in this announcement are consistent with the Annual Report for the year ended 31 March 2026.

 

The financial information has been extracted from the financial statements for the year ended 31 March 2026, which have been approved by the Board of Directors on 14 August 2026. They have been reported on by the Group's auditors and will be delivered to the Registrar of Companies in due course. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

The comparative figures for the financial year 31 March 2025 have been extracted from the Group’s statutory accounts for that financial year. The Board of Directors approved the 2025 Group financial statements on 24 July 2025, and they have been delivered to the Registrar of Companies. The report of the auditors was unqualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

The financial information contained in this announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

 

 

Statutory accounts for the year ended 31 March 2026 have 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 consolidated financial statements have been prepared on the historical cost basis, except for certain financial instruments, including contingent consideration, which are measured at fair value. 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 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.

In February 2026, in connection with the acquisition of PAM Healthcare Limited, the Group entered into new committed secured debt facilities of £70m with its existing banking partners, HSBC and Barclays, to finance part of the acquisition consideration. The Group’s existing revolving credit facility remained in place and was extended to align with the new facilities. At 31 March 2026, £16m was drawn under the revolving credit facility and £70m was drawn under the new acquisition facilities.

The Group also entered into a £30m unsecured short-term related party bridge facility with Deacon Street Partners Limited, an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company, to part fund the acquisition of PAM Healthcare Limited. As at 31 March 2026, £30m was outstanding under this facility. Following the year end, the bridge facility was repaid using cash and proceeds from the Open Offer.

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 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 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 consolidated financial statements for the year ended 31 March 2025.

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 an alternative representation of the underlying earnings derived from the Group’s 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 consolidated statement of comprehensive income and the rationale behind the Directors’ view that these should be included as adjusting items are detailed below:

 

Exceptional items

-           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 9.

Restructuring costs primarily consist of:

• The cost of duplicated staff roles and other duplicated operational costs during the integration and restructuring period;
• The redundancy costs of implementing post-acquisition organisational structures;
• Costs relating to redundant property leases acquired as part of business combinations, where sites are no longer required for the Group's operational purposes;
• Transformation team costs incurred in delivering integration, restructuring and operational change programmes across the Group; and
• IT costs associated with the integration of acquired businesses and migration to Group IT systems.

 

-           Acquisition related costs

Professional fees associated with acquisitions, including due diligence, legal and tax advisory costs, and acquisition financing costs, such as bridge facility fees and other costs directly related to funding business combinations.

 

-           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.

 

-           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.

 

 

Share based payments

Charges associated with share-based payment schemes 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.

 

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.

 

6. Segmental reporting

The Chief Operating Decision Maker (“CODM”) has been identified as the executive committee 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 and non-current assets is disclosed in note 7.

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 2026, there was 1 customer who contributed 10% or more of the revenue generated by the Group (2025: 1).

Customers representing revenue greater than 10%			2026			2025
			£’000			£’000
Customer 1			12,930			14,809
Other			107,706			90,240
			120,636			105,049

Geographical reporting

Although the Group comprises a single operating segment, the Group discloses revenue from external customers and non-current assets by geographical area in accordance with IFRS 8. This geographical disclosure does not represent separate operating segments or separate CGUs for impairment testing purposes.

		Revenue  2026		Non-current assets 2026
		£’000		£’000
United Kingdom		113,927		284,690
Republic of Ireland		6,709		14,534
		120,636		299,224

 

Non-current assets comprise goodwill, other intangible assets, property, plant and equipment and right-of-use assets.

The Group expanded its operations into the Republic of Ireland following the acquisition of Cognate Health Limited in April 2025. Revenue attributable to the Republic of Ireland primarily relates to the Cognate Health operations. The Group also acquired additional Irish operations as part of the PAM Healthcare acquisition on 26 March 2026. As a result of the acquisition occurring shortly before the year end, revenue attributable to those operations was not material in the current year, although the related non-current assets are included within the Republic of Ireland balance at 31 March 2026.

The comparative period's revenue and non-current assets were entirely attributable to the United Kingdom.

8. 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 reached a final settlement with the DWP and received cash proceeds of £4.7 million in full and final settlement of the matter. Accordingly, the Group has recognised £4.7 million within other operating income during the year. There are no further amounts receivable in relation to this matter.

For the purposes of the Group’s alternative performance measures, the settlement income has not been treated as an adjusting item. This is consistent with its treatment in the interim financial statements and reflects the Directors’ view that the underlying procurement activity arose in the ordinary course of the Group’s operations. The associated costs were also recognised within underlying results and were not treated as adjusting items.

 

9. Exceptional items

			2026			2025
			£’000			£’000
Restructuring costs			1,478			1,455
Acquisition related costs			3,215			39
Demerger and listing costs			-			2,751
Change in contingent consideration			-			(375)
			4,693			3,870

Included within acquisition related costs is £0.8 million relating to fees incurred in relation to the bridge facility entered into in connection with the acquisition of PAM Healthcare Limited. Further details of the bridge facility and related party arrangement are provided in Note 14.

 

 

 

10. Operating profit

Operating profit is stated after charging:

		2026			2025
		£’000			£’000
Depreciation of property, plant and equipment		1,198			1,047
Amortisation of intangible assets		8,818			8,111
Depreciation charge of right-of-use assets		1,188			1,255
Loss on disposal of property, plant and equipment		8			65
Reduction in provision for trade receivables		(104)			(165)
Share based payment		242			39
Auditor’s remuneration
Audit of parent and consolidated financial statements		291			170
Non-audit fees for reporting accountant services on initial listing		-			330
Review of half yearly financial report		15			15

 

11. Taxation

			2026			2025
			£’000			£’000
Current tax
Current tax on profit for the year			2,268			1,912
Adjustments in respect of previous periods			57			517
Total current tax			2,325			2,429
Deferred tax
Origination and reversal of temporary differences			(1,225)			(1,153)
Adjustments in respect of previous periods			(32)			(353)
Total deferred tax			(1,257)			(1,506)
Total taxation expense			1,068			923

 

 

 

			2026			2025
			£’000			£’000
Profit /(loss) before tax			2,472			2,575
Tax at the Group’s weighted average tax rate of 25%			618			644
Expenses not deductible for tax purposes			810			223
Adjustments in respect of prior periods			25			164
Tax effect of income not taxable in determining taxable profit			-			(94)
Effect of tax rates in foreign jurisdictions			(57)			-
Losses brought forward utilised			(328)			(14)
Total taxation			1,068			923

12. Earnings per share

Basic and diluted earnings per share

The calculation of basic and diluted earnings per share is based on the profit attributable to equity holders divided by the weighted average number of shares in issue during the period.

 

	2026 £’000		2025    £’000
Profit for the period from continuing activities	1,404		1,652
	2026 No.			2025 No.
Weighted average number of ordinary shares Basic	89,231,947			51,645,874
Weighted average number of ordinary shares Diluted	89,311,345			51,645,874
	2026 £			2025 £
Basic earnings per share (£)	0.02			0.03
Diluted earnings per share (£)	0.02			0.03

 

The weighted average number of ordinary shares used in the earnings per share calculations reflects the changes in the Company’s share capital structure during the periods presented. Accordingly, movements in earnings per share should be interpreted in the context of those changes. Following the year end, the Company completed an Open Offer on 23 April 2026, pursuant to which 19,999,149 new ordinary shares were issued at a subscription price of 175 pence per share.

In accordance with IAS 33 Earnings per Share, where a rights issue or open offer contains a bonus element, the weighted average number of ordinary shares used in the calculation of earnings per share is adjusted retrospectively to reflect that bonus element. The Open Offer did not involve the issue of bonus shares in the legal sense, as all new ordinary shares were issued for cash consideration. However, as the subscription price was below the market price used for the purposes of the IAS 33 assessment, the Open Offer contained a bonus element for earnings per share purposes.

For the purposes of calculating the bonus element, the theoretical ex-rights price was calculated as 179.08 pence per share, based on a market price of 180.00 pence per share immediately before the Open Offer and the subscription price of 175 pence per share. This resulted in a bonus factor of 1.00513. Accordingly, the weighted average number of ordinary shares used in the calculation of both basic and diluted earnings per share for the current and comparative periods has been adjusted retrospectively by applying this factor.

This adjustment reflects only the bonus element arising from the discounted issue price. The new ordinary shares issued for cash after the reporting date have not otherwise been included in the weighted average number of ordinary shares for the year ended 31 March 2026. The adjustment has been made to ensure that earnings per share remains comparable between periods, as required by IAS 33.

Diluted earnings per share reflects the potential dilution arising from outstanding share options under the Group’s Save As You Earn (“SAYE”) scheme. The dilutive effect has been calculated using the treasury stock method prescribed by IAS 33.

As at 31 March 2026, 559,060 share options (2025: 559,060) relating to the Optima Health Share Plan (OHSP) were excluded from the diluted weighted-average number of ordinary shares calculation because their effect would have been anti-dilutive in accordance with IAS 33.47.

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

	2026 £’000					2025 £’000
Profit for the period	1,404				1,652
Adjustments:
Restructuring and acquisition costs	4,693				1,494
Demerger and listing costs	-				2,751
Share based payments	242				39
Change in contingent consideration	-				(375)
Amortisation of acquisition intangibles	6,757				6,323
Tax effect of adjusting items	(2,516)				(1,955)
Adjusted profit for the period	10,580				9,929
	2026 No.				2025 No.
Weighted average number of ordinary shares Basic	89,231,947				51,645,874
Weighted average number of ordinary shares Diluted	89,311,345				51,645,874
	31 March 2026 £				31 March 2025 £
Adjusted Basic earnings per share (£)	0.12				0.19
Adjusted Diluted earnings per share (£)	0.12				0.19

 

13. Intangible assets

			Goodwill		Customer relationships		Software		Trade names		Total
			£’000		£’000		£’000		£’000		£’000
Cost
1 April 2024			112,671		54,559		24,725		5,117		197,072
Additions - internally developed			-		-		1,956		-		1,956
Additions – Acquired through business combinations			2,303		699		4		-		3,006
At 31 March 2025			114,974		55,258		26,685		5,117		202,034
Additions - internally developed			-		-		2,044		-		2,044
Additions – Acquired through business combinations			68,290		30,748		13,787		3,047		115,872
At 31 March 2026			183,264		86,006		42,516		8,164		319,950
Amortisation
1 April 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
Charge for the year			-		4,576		3,730		512		8,818
At 31 March 2026			-		18,120		13,918		2,133		34,171
Net book value
At 31 March 2025			114,974		41,714		16,497		3,496		176,681
At 31 March 2026			183,264		67,886		28,598		6,031		285,779

 

Amortisation of intangible assets is presented in the consolidated statement of comprehensive income as follows:

	2026 £’000		2025 £’000
Amortisation of acquisition intangibles presented separately within administrative expenses	6,757		6,323
Amortisation of other intangible assets included within other administrative costs	2,061		1,788
Total amortisation charge for the year	8,818		8,111

 

 

14. Related party loans

			2026			2025
			£’000			£’000
Current
Amounts owed to related parties			30,000			-
			30,000			-

 

In Feb 2026, the Group entered into an unsecured bridge loan facility of £30 million with Deacon Street Partners Limited, an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of the Company. The facility was drawn in connection with the acquisition of PAM Healthcare Limited and was interest free provided repayment occurred within three months of drawdown.

Following the year end, £15.6 million of the facility was repaid in cash on 24 April 2026 and the remaining balance was settled through the application of proceeds arising from the Open Offer.

 

15. Borrowings

			2026			2025
			£’000			£’000
Non - current
Term loan facility			70,000			-
Revolving credit facility			16,000			17,000
			86,000			17,000

 

On 14 February 2026, the Group entered into an amended and restated facilities agreement with Barclays Bank Plc and HSBC UK Bank Plc. The facilities comprise a £70.0 million committed term loan facility and a £20.0 million committed revolving credit facility. The agreement also provides for an uncommitted accordion facility of up to £15.0 million, subject to lender approval.

 

16. Business combinations

During the year the Group completed 3 acquisitions to create shareholder value by adding depth and breadth to the Group’s operations.

The acquisition accounting for Optima Health (Birmingham) Limited, which was provisional at 31 March 2025, was finalised during the year with no measurement period adjustments recognised.

The below table summarises the fair values of the assets acquired, and liabilities assumed at the acquisition date. In respect of the PAM Healthcare acquisition 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.

Cognate Health Limited

On 11 April 2025, the Company acquired the issued share capital of Cognate Health Limited on a cash-free, debt-free basis, subject to adjustment for normalised working capital.

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 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 has expanded Optima Health's geographic reach, creating a base in the Republic of Ireland with c.30 clinic sites across the country. The acquisition has also increased Optima Health's customer base and strengthened its ability to service multinational clients with operations in the UK and Ireland.

The total consideration amounted to £6.5 million and 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 contingent 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 the likelihood of the benchmarks being met are considered to be remote, therefore the contingent consideration has been valued at nil.

 

							Fair value
							£’000
Intangible assets - customer relationships							3,695
Property, plant and equipment							279
Intangible assets – software							30
Right of use assets							1,499
Trade and other receivables (Gross)							940
Less: Loss Allowance on trade receivables							(13)
Cash and cash equivalents							491
Trade and other payables							(772)
Corporation tax liabilities							(168)
Provisions							(96)
Lease liabilities							(1,499)
Deferred tax liabilities							(442)
Net assets acquired							3,944
Goodwill							2,522
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 £0.17 million have been recognised as an exceptional expense and charged to profit or loss.

Goodwill of £2.5 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 26, the acquiree contributed £6.7 million in revenue and £0.45 million in profit before tax to the Group's consolidated results.

Care first

On 2 June 2025 Optima Health UK Limited 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 has expanded Optima Health's scale in the provision of mental health services, with Care first complementing the Group's existing EAP service offering. The deal has also expanded 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.

 

							Fair value
							£’000
Intangible assets - customer relationships							77
Trade and other receivables							127
Trade and other payables							(630)
Deferred tax liabilities							(19)
Net assets acquired							(445)
Goodwill							460
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 £30k have been recognised as an exceptional expense and charged to profit or loss.

Goodwill of £460k 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 2026, the acquiree contributed £2.95 million in revenue and £0.11 million in profit before tax to the Group's consolidated results. If the acquisition had completed on 1 April 2025, the acquiree would have contributed approximately £3.934 million of revenue and £0.14 million of profit before tax to the Group’s consolidated results for the year ended 31 March 2026.

 

PAM Healthcare

On 26 March 2026, the Company acquired the entire issued share capital of PAM Healthcare Limited ("PAM") for total consideration of £100.1 million on a cash-free, debt-free basis, subject to normalised working capital adjustments.

PAM is one of the leading providers of occupational health and wellbeing services across the United Kingdom and Republic of Ireland, supporting over 1.5 million employees through a comprehensive range of occupational health, wellbeing and clinical services. The business operates a technology-enabled service model supported by a substantial network of clinicians and occupational health specialists.

The acquisition represents a transformational step in the Group's growth strategy and significantly strengthens Optima Health's position within the occupational health sector. The acquisition expands the Group's scale, customer base, clinical capabilities and geographic reach, whilst enhancing its service offering across both the UK and Republic of Ireland. The acquisition is expected to deliver significant strategic benefits through operational efficiencies, enhanced market presence, cross-selling opportunities and the expansion of technology-enabled occupational health services across the enlarged Group.

The acquisition was completed for total consideration of £100.1 million. Cash acquired with the business was £4.3 million, resulting in a net cash outflow of £95.8 million. The acquisition was funded through a combination of new debt facilities and bridge financing arrangements. Further details of the bridge financing and borrowings associated with the acquisition are provided in Notes 14 and 15 respectively.

 

							Provisional fair value
							£’000
Intangible assets - customer relationships							26,976
Intangible assets –Trade name							3,047
Intangible assets – software							13,757
Property, plant and equipment							1,699
Right of use assets							2,601
Inventories							249
Trade and other receivables (Gross)							13,097
Less: Loss Allowance on trade receivables							(80)
Corporation tax asset							106
Cash and cash equivalents							4,316
Trade and other payables							(18,218)
Provisions							(660)
Lease liabilities							(2,601)
Deferred tax liabilities							(9,458)
Net assets acquired							34,831
Goodwill							65,308
Consideration							100,139
							£’000
Purchase consideration
Cash consideration							100,139
							100,139

 

A deferred tax liability has been recognised in respect of the fair value uplift arising on the acquired intangible assets at the tax rate expected to apply when the assets are realised.

Costs incurred relating to the acquisition, including legal, financial, due diligence and professional advisory fees, amounting to £2.2 million have been recognised as exceptional expenses and charged to profit or loss. This excludes the fees associated with the bridging loan.

Goodwill recognised on acquisition principally reflects the expected benefits from combining the operations of PAM and Optima Health, including anticipated revenue and cost synergies, access to a highly skilled assembled workforce, expanded market presence, future growth opportunities and other intangible benefits that do not qualify for separate recognition under IFRS 3. None of the goodwill recognised is expected to be deductible for tax purposes.

The acquisition completed on 26 March 2026. Due to the proximity of the acquisition date to the financial year end, the post-acquisition trading results of PAM Healthcare Limited had no material impact on the Group's financial performance for the year ended 31 March 2026.

Had the acquisition occurred on 1 April 2025, management estimates that the Group would have generated revenue of £190 million for the year ended 31 March 2026. The corresponding impact on profit before tax has not been disclosed as management does not believe a reliable estimate can be made without the use of hindsight and significant assumptions regarding financing costs, purchase accounting adjustments, integration activities and the timing of anticipated synergies.

 

 

 

17. Share capital

Allotted, called up and fully paid	Share capital		£0.01 Ordinary shares		£0.01 Ordinary A shares		Share premium
	£’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 2025	888		88,776,226		-		2,993
Balance at 31 March 2026	888		88,776,226		-		2,993

All classes of shares have full voting, dividends and capital distribution rights.

 

18. 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.

The balance includes £126.5m arising from the recognition of investments in subsidiaries transferred from Marlowe Plc for £nil consideration. This amount represents non-qualifying consideration and is unrealised. Accordingly, it is not available for distribution.

The remaining £35.9m balance of the capital contribution reserve is realised and distributable.

Other reserves

The other reserve comprises cumulative shares-based payment charge relating to schemes that have not yet vested.

Translation reserve

The foreign currency translation reserve comprises exchange differences arising on the translation of the assets, liabilities and results of the Group's foreign operations from their functional currencies into the Group's presentation currency, Sterling. Exchange differences arising on translation are recognised in other comprehensive income and accumulated within the foreign currency translation reserve.

Retained earnings

This reserve records the accumulated profits and losses of the Group less dividends paid.