Annual financial statement
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The information contained within this announcement is deemed by the Company to constitute insideinformation as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as amended byregulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publicationof this announcement via Regulatory Information Service, this inside information is now considered tobe 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 providerof technology enabled corporate health and wellbeing solutions, announces its full year results for theyear ended 31 March 2026. Highlights • Revenue of £120.6 million, up 14.8% year-on-year (FY25: £105.0 million), in line with marketexpectations • Adjusted EBITDA of £20.1 million (FY25: £17.6 million), 10% ahead of previous marketexpectations; adjusted EBITDA margin maintained at 16.7% (FY25: 16.7%) • Other operating income of £4.7 million recognised following final settlement of the previouslydisclosed 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 deliveredor in the process of being delivered as at 31 July 2026, against a medium-term target of £5million • 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 bidderstage 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 toprogress, 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 £2.5million (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 thePAM acquisition; subsequent to the year end, the £30 million related party bridge loan wasrepaid in full using proceeds of the underwritten Open Offer, which raised gross proceeds ofapproximately £35.0 million • The Board remains confident in the Group’s markets, which continue to benefit from structuraldemand for occupational health and wellbeing services, and in Optima’s ability to deliverfurther 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)
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STATUTORY RESULTS FY26 FY25 Change 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 reflectthe 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 growthstrategy and the increasing benefits of scale. Revenue grew c.15% to £120.6 million, and AdjustedEBITDA of £20.1 million was 10% ahead of previous market expectations. The year was defined by the transformational acquisition of PAM Healthcare Limited for totalconsideration of approximately £100 million, establishing Optima Health as the leading provider ofoccupational health and wellbeing services across the UK and Republic of Ireland. Integration isprogressing well, with annualised cost synergies of £2.1 million delivered or, in progress, as at 31 July2026, against a medium-term target of £5 million. This has been supported by continued organicmomentum including the first full-year contribution from Optima Health Ireland and a new strategicpartnership with Perkbox. FY27 has started with strong momentum, with clear alignment to long-term structural and policydrivers, including sustained pressure on NHS capacity and the Government's Keep Britain Workingagenda, both of which reinforce the essential, non-discretionary nature of employer-led healthprovision. The Group continues to make strong progress against its medium-term targets of achievingannual 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 benefitsof the combination, continued rollout of major contracts including the UK Armed Forces RecruitmentService 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 ourhigher-value, integrated service offerings. Continued investment in technology and AI will remaincentral to improving productivity, clinical outcomes, and scalable service delivery, alongside measuredinternational expansion. The board will also continue its disciplined M&A strategy, originating andexecuting opportunities which will accrete value for shareholders. The Board remains confident in the Group’s markets, which continue to benefit from structural demandfor occupational health and wellbeing services, and in Optima’s ability to deliver further growth in FY27and beyond. Jonathan Thomas, Chief Executive Officer, commented: “Optima’s performance in FY26 furtherdemonstrates our strong and consistent financial performance as we continue to deliver against ourstrategic objectives. The acquisition of PAM during the year has enabled us to expand our capabilitiesand strengthen our ability to support customers across the UK and Ireland. Integration is progressingwell, with cost synergies already being delivered. “As we look ahead, our priorities remain clear: maintaining high quality service delivery, progressingintegration activities and our transformation programme, and advancing strategic initiatives to supportthe 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 at11am BST today, 17 August. A live webcast of the presentation will be available via this link. The presentation will be available onOptima’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 emailoptimahealth@icrinc.com Enquiries Optima HealthJonathan Thomas, CEOAndrew Bones, Interim CFO +44(0) 33 0008 5113media@OptimaHealth.co.uk Nominated Adviser and Joint CorporateBrokerPanmure Liberum LimitedEmma Earl / Will Goode/ Mark Rogers /Rupert Dearden +44 (0)20 3100 2000 Joint Corporate BrokerCavendish Capital MarketsGeoff Nash / Ben Jeynes / George Lawson /Julian Morse / Michael Johnson/ Nigel Birks + 44 (0)20 7220 0500
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UK Financial PR AdviserICR HealthcareMary-Jane Elliott / Angela Gray / LindseyNeville optimahealth@icrinc.com About Optima Health Optima Health is the UK’s leading provider of occupational health and wellbeing services, deliveringclinically 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 Groupemploys more than 1,250 clinicians directly, supported by a wider network of more than 1,000subcontracted associate clinicians, and delivers more than one million interventions each year across anational network of clinics. In addition to its core UK market, Optima Health operates in the Republic of Ireland through OptimaHealth Ireland and Corporate Health Ireland (CHI), where the Group is now market leader, as well as inthe 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 fullintegration of previously acquired businesses onto a unified operating model and proprietarytechnology platform, have enabled the Group to focus on operational leverage, service innovation andgrowth. All businesses acquired before the acquisition of PAM Healthcare Limited now operate within asingle, standardised clinical and operational framework, with consistent governance and qualityassurance embedded across the Group, creating a scalable platform for both organic growth andfurther acquisition integration. FY26 represents the first full year operating as an independent AIM-listed business, and the Group isnow 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 Carefirst, creating a scaled, market-leading platform with enhanced clinical capability, nationalcoverage and expanded client relationships. The Group’s previously announced transformationand optimisation programme is in the execution phase and delivering improvements. • PAM acquisition: The £100 million purchase of PAM Healthcare at the end of the financialyear 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 theGroup’s presence across corporate and public sector customers. Integration into the Group iswell underway, with plans in place for the delivery of revenue and cost synergies, cross-sellingand margin enhancement. As at 31 July 2026, £2.1 million of annualised cost synergies hadeither been delivered or were in the process of being delivered. • UK Armed Forces contract (AFRS) mobilisation: Mobilisation of the Optima workstreams isprogressing 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 acontract value of up to £210 million over the initial seven-year contract term. • International expansion: First full-year contribution from Optima Health Ireland (previouslyCognate Health), with continued alignment to Optima’s operating model and technology.Combined with Corporate Health Ireland (CHI), a subsidiary of PAM, Optima Health is nowmarket leader in Ireland as well as the UK. • Perkbox partnership: The Group secured a strategic contract win with Perkbox, a leadingemployee benefits platform, providing access to a large and growing SME and mid-marketcustomer base. This partnership represents an important route to market for Optima’s digitaland preventative health services and is expected to deliver c.£6.5 million of revenue perannum over its five-year term. • Organic growth: Strong new business performance across corporate, public sector and SMEmarkets, 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 itsgrowth strategy and increasing benefits of scale.
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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 theimpact of the acquisition of PAM, which completed on 26 March 2026; for the year ended 31 December2025, 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 settlementof the previously disclosed procurement matter. Adjusted EBITDA was £20.1 million (FY25: £17.6million), with EBITDA increasing to £15.2 million (FY25: £13.7 million). Adjusted EBITDA marginremained consistent at 16.7% (FY25: 16.7%). Excluding the other operating income recognised in theyear, 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 incurredfrom 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 impactof PAM. Statutory operating profit was £4.0 million (FY25: £3.2 million), with statutory profit before tax of £2.5million (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-lightoperating model, with existing debt facilities supporting further strategic M&A and investment. Net cashgenerated from operations for FY26 was £17.3 million (FY25: £5.4 million). As at 31 March 2026, netdebt (excluding leases) stood at £94.4 million (31 March 2025: £2.2 million), the increase reflecting thetransformational acquisition of PAM, which completed on 26 March 2026. A £30 million bridge loanarranged 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 publicfinances. The cost of health-related absence and reduced workforce productivity is estimated at £150billion annually, equivalent to around 7% of GDP, while the wider cost to the state is estimated at £212billion 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 andOptima Health play in supporting workforce health, productivity, and performance. These trends havebeen further amplified by structural pressures on the NHS, with waiting lists sitting around 7.2 million asof 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 presentsboth 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 improvesemployee outcomes but also delivers measurable returns through reduced absence, improvedproductivity, and more effective rehabilitation pathways. This direction of travel is strongly aligned withnational 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 andsupporting long-term workforce participation. Employers, supported by occupational health and wellbeing providers, have an increasingly importantrole in keeping people in work, supporting their long-term health, and enabling sustainableperformance. Delivering on this requires clinical expertise, scalable delivery models, and meaningfulengagement with employees and clients alike. The UK occupational health market remains resilient and continues to grow, valued at £1.2 billion (£1.6billion including Ireland) and projected to reach £1.4 billion by 2028. Growth is being driven both byincreasing adoption, particularly among SMEs, where penetration remains low, and by expansion in thebreadth and scope of services required by existing clients. The market is underpinned by statutoryobligations and non-discretionary services, providing a strong and stable foundation for long-termgrowth. Looking ahead, we see several structural drivers shaping the future of the sector. Demographic trendsare placing increasing pressure on employers to support an ageing and less healthy workforce, whilehealth and wellbeing have become established board-level priorities. Demand continues to grow fordigitally enabled, integrated solutions that support both prevention and treatment across physical andmental health. At the same time, data-driven insight is enabling more targeted and predictiveinterventions, improving outcomes and demonstrating clear return on investment. In this context, the role of specialist providers such as Optima Health is becoming more critical. Asorganisations seek to navigate increasing complexity, outsourcing continues to grow, with demand forhigh-quality, clinically governed services delivered at scale. This is further supported by governmentpolicy 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, delivermeaningful health outcomes, and capitalise on the significant long-term opportunity within the market. Our Strategy Driving Operational Excellence and Margin Expansion
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During FY26, we made strong progress in transforming our core operations to enhance marginsthrough greater standardisation and scalability. Our transformation programme includes seven keyworkstreams covering; Clinical efficiency, Self-service & Contact centre modernisation, Operationalprocess & workflow improvements, Administration excellence, Clinical expertise mix, Proprietarysystem platform enhancements, and Overhead efficiency. Our AI strategy is a key enabler to some ofthese workstreams. A key priority is now the integration of Optima and PAM, where we have begun torealise both cost and operational synergies, with a clear pathway to delivering £5 million of costsynergies over the medium term. These actions, combined with a continued focus on overheadefficiency, underpin our ambition to achieve a target EBITDA margin of 20%. We have also continuedto invest in technology and AI-enabled solutions, supporting productivity improvements, enhancedclinical 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 expandedofferings, supported by sustained demand for integrated health and wellbeing solutions. We havebroadened our health provision, particularly across preventative services, mental health, andmusculoskeletal pathways, enabling us to deliver more comprehensive and higher-value solutions.New contract wins and extensions, including strategic partnerships such as Perkbox, demonstrate ourability 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 disciplinedapproach to capital allocation, reinforcing our reputation as the buyer of choice in our market. Thistransaction 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 ofthe combination, including the realisation of targeted synergies. We continue to maintain a strongpipeline of acquisition opportunities across core and adjacent markets, aligned to our strategy ofbuilding 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, includinginitial progress in extending our presence into European markets such as the Republic of Ireland. Whilestill at an early stage, this provides a platform for future growth and revenue diversification. At the sametime, we have continued to strengthen our scalable operating model, ensuring we can deliverconsistent, high-quality services across an expanding client base and multiple geographies, supportingour long-term growth ambitions. Outlook We enter FY27 with strong momentum, supported by the increased scale and enhanced capabilitiesdelivered through the PAM acquisition, which in the year ended 31 December 2025 generated £66.6million in revenue, and clear alignment with long-term structural and policy drivers. The growingeconomic and societal focus on workforce participation, health improvement, and reducing economicinactivity, reinforced by initiatives such as the Government’s Keep Britain Working agenda, continues tounderpin sustained demand for occupational health and wellbeing services. At the same time, ongoingpressure 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, withemployers continuing to invest in solutions that improve workforce productivity, reduce absence, andsupport long-term health outcomes. Our focus in FY27 is on disciplined execution against our strategic priorities at pace. A key area ofemphasis will be the integration of PAM, with a clear focus on realising the full operational and financialbenefits of the combination, including delivery of our £5 million cost synergy target and progressiontowards our medium-term adjusted EBITDA target of £40 million. Alongside this, we will continue therollout 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 acrossprevention, early intervention, and treatment pathways. Investment in technology and AI will remaincentral to our approach, enabling improved productivity, enhanced clinical outcomes, and morescalable, data-driven service delivery. Our combined Group pipeline currently includes £33.9 million ofannualised revenue. International expansion remains an important medium-term opportunity. In FY27, we will continue tobuild our presence in Ireland, leveraging our platform to support geographic diversification and accessnew 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 forrapid deleveraging, and our intention remains to target below 1x net debt to adjusted EBITDA by the3rd year following the acquisition of PAM, however we also remain active in evaluating targetedacquisition 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 ourshareholders and strategically aligned. Overall, we believe the Group is well positioned to deliver further growth in FY27 and beyond. With astrengthened platform, clear strategic focus, and favourable market dynamics, we remain confident inour ability to drive sustainable value for our clients, employees, and shareholders.
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FY26 has been a highly successful year, and I would like to thank all our people for their continueddedication 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 Grouphas continued to make strong strategic and operational progress. Building on the foundationsestablished at listing, Optima has delivered organic growth and has made a significant stepforward in scale through the acquisition of PAM, further strengthening its market position andcreating 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 theUK and Ireland, and our primary focus remains on continuing to increase market share inwhat is an attractive and growing market. The UK occupational health market is forecast toexpand to £1.4 billion by 2028, driven by increasing employer adoption and a broadening ofservices. Alongside organic growth, the PAM acquisition represents an important milestone,enhancing our capabilities, expanding our service offering, and increasing our marketpresence. Integration is progressing in line with expectations, with a clear focus on disciplinedexecution 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 atpace. Our governance framework supports the effective development and oversight of thebusiness, drawing on the breadth of skills and experience across the Board whilst ensuringclear accountability in decision-making. We balance appropriate rigour and discipline withagility 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, withcontinued focus on risk management, internal controls, and oversight of strategic execution,including the integration of PAM. The Board has maintained close engagement withmanagement 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 leftthe Group on 31 July 2026. The Directors continue to provide both oversight and constructivechallenge to the executive team. The diverse experience of the Board, together with a cleargovernance framework is of critical importance as the Group integrates PAM and continues toscale its operations. Looking ahead As we look ahead, the Board is confident in the Group’s prospects. Optima enters FY27 withincreased scale, a strengthened platform, and clear strategic priorities, including completingthe integration of PAM, delivering against key contracts, progressing selective expansionopportunities, and continuing to grow both organically and through targeted acquisitions. Themarket backdrop remains positive, with strong structural demand driven by increasingemployer focus on workforce health, economic inactivity, and sustained pressure on publichealthcare 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 marketexpectations, while making significant strategic progress during another transformative period for theGroup. 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, broadeningits 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
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represents a significant long-term opportunity and an important milestone in the Group’s strategicobjectives. The acquisition of PAM was completed on 26 March 2026 and, as such, the Group’s income statementfor the year does not include any trading contribution from PAM as the amounts were not material tofinancial results. The impact of the acquisition is therefore primarily reflected in the year-end statementof financial position, the Group’s net debt position and exceptional costs, which include costsassociated with the PAM acquisition. The related trading contribution, synergies and integrationbenefits are expected to be reflected in future periods. Revenue increased by 14.8% to £120.6 million (FY25: £105.0 million), supported by continued newbusiness wins, mobilisation activity associated with the Armed Forces Recruitment Service contractand acquisitions completed during the year. The Group continued to benefit from a high level ofrecurring and contracted revenues, with growth supported by both new customer wins and increasedservices provided to existing customers. Gross profit increased to £35.4 million (FY25: £33.0 million), reflecting the increased scale of the Groupfollowing acquisitions and continued demand for its occupational health and wellbeing services. Grossmargin reduced from the previous year, primarily due to increased employer National Insurancecontributions and Real Living Wage increases. Other operating income of £4.7 million was recognised in the year following final settlement of thepreviously disclosed procurement matter. Adjusted EBITDA increased to £20.1 million (FY25: £17.6 million), with adjusted EBITDA marginmaintained at 16.7% (FY25: 16.7%). The increase was supported by other operating incomerecognised in the year and the benefit of increased scale following acquisitions. This was partly offsetby increased employer National Insurance contributions, Real Living Wage increases, the first full yearof costs associated with operating as a listed company, and Integration and Change Team costs whichare 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 higherexceptional costs, increased finance costs and the continued amortisation of acquired intangibleassets. Exceptional items were £4.7 million (FY25: £3.9 million), with the increase mainly driven byacquisition-related costs associated with the PAM acquisition and related bridge loan fees incurred tosupport the acquisition financing. Finance costs increased year-on-year, reflecting a full year of interestcosts following the demerger from Marlowe plc and the Group’s increased debt profile followingacquisition activity. Integration activity is well underway across the acquired businesses. Cognate Health Limited hasexpanded the Group’s presence in the Republic of Ireland and enhanced its ability to supportcustomers with operations across both the UK and Ireland. Care first has increased scale within theGroup’s mental health service offering. The acquisition of PAM represents a transformational step inthe Group’s acquisition-led growth strategy and significantly enhances the Group’s scale, capabilityand market position. The acquisition of PAM is expected to generate revenue synergies, operational efficiencies and costefficiencies, and the enlarged Group is now better positioned to progress towards its medium-termobjectives 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. Netdebt 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 assetsrecognised 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 andliabilities 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 inflowfrom operating activities of £15.2 million (FY25: £2.7 million). The improvement reflects the Group’scash-generative operating model, supported by recurring and contracted revenues, while the Groupcontinued 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 suchas IFRS. We believe this information, along with comparable IFRS measures, is useful as it providesinvestors with a basis for measuring the performance of the Group on an underlying basis. The Boardand our management use these financial measures to evaluate our operating performance. Non-IFRSfinancial measures should not be considered in isolation from, or as a substitute for, financialinformation presented in compliance with IFRS. Similarly, non-IFRS measures as reported by us maynot be comparable with similar measures reported by other companies. Consistent with historical treatment, costs associated with the integration activities which completedduring the year have been removed to calculate adjusted metrics. Demerger/listing fees incurred in theprior year are one-off in nature and have also been removed from the adjusted metrics. The Directorsbelieve that adjusted EBITDA and adjusted measures of operating profit, profit before tax and earningsper share provide shareholders with a useful representation of the underlying earnings derived from the
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Group’s business and a more comparable view of the year-on-year underlying financial performance ofthe 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 isshown 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 ofnew 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 andrestructuring period; - The redundancy costs of implementing post-acquisition organisational structures; - Costs relating to redundant property leases as part of business combinations, where sites are nolonger required for the Group's operational purposes; - Transformation team costs incurred in delivering integration, restructuring and operational changeprogrammes 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 ofthe 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 supportingM&A activity, transformation costs and integration costs attributable to the PAM acquisition. Thetreatment of Integration and Change Team costs, including any temporary duplicate costs incurredwhile acquired businesses are integrated into the Group’s operating model, will continue to beassessed as the PAM integration progresses. Demerger/listing costs of £2.8 million were incurred in the prior year when the Group demerged fromMarlowe plc and listed on the AIM Market. The main costs incurred include legal fees, reportingaccountant fees and nominated advisor fees. These costs are non-recurring in nature and notconsidered to be reflective of the underlying trading performance. Acquisition related fees in the year were £3.2m. The costs incurred include professional feesassociated with acquisitions, including due diligence, legal and tax advisory costs, and acquisition feecosts, 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 investingactivities of the Group and are therefore not considered to be reflective of the underlying tradingperformance 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 isattributable to the carrying value of intangible assets resulting from the previous execution of the M&Astrategy under Marlowe plc and the acquisitions completed since. Non-cash share-based payment charge under IFRS2 for the year was £0.24 million (FY25: £0.04million), this relates to the new Save as You Earn scheme and Management share plan. Earnings per share
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Basic adjusted earnings per share are calculated as adjusted profit for the year, less a standard taxcharge, divided by the weighted average number of ordinary shares in issue during the year. Basicearnings per share reflects the actual tax charge recognised in the Consolidated Statement ofComprehensive 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 tochanges in the Company’s share capital structure, including the bonus element arising from the OpenOffer completed after the year end, which has been reflected retrospectively in accordance with IAS33. Interest Net finance costs increased to £1.5 million in the year (FY25: £0.7 million). The increase primarilyreflects a full year of interest costs following the introduction of the Group’s revolving credit facility atthe 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 anincrease in non-deductible exceptional costs. The majority of these costs related to acquisitions andassociated restructuring activities and are therefore not deductible for corporation tax purposes. As aresult, 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 costsincreased to £22.0 million (FY25: £9.6 million), reflecting the increased scale of the Group andcontinued cash generation from its recurring and contracted revenue base, together with cash receivedfrom other operating income. Demerger, acquisition, integration and restructuring costs were £4.7 million in the year (FY25: £4.2million 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 otheroperating income recognised in the year and continued focus on working capital management, partlyoffset by acquisition costs. Lease repayments, including interest, were £1.5 million (FY25: £1.1 million), while net finance costsfrom borrowings increased to £1.0 million (FY25: £0.5 million), reflecting the Group’s increased debtprofile following acquisition activity and a full year of financing costs following the demerger fromMarlowe 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 ofsubsidiary undertakings, net of cash acquired, principally reflecting the acquisition of PAM HealthcareLimited. Net capital expenditure was £3.2 million (FY25: £3.8 million), reflecting continued investment in theGroup’s systems, technology and operational infrastructure.
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Net debt excluding lease liabilities increased from £2.2 million at 31 March 2025 to £94.4 million at 31March 2026. This movement primarily reflects the debt financing used to fund acquisition activity duringthe year, in particular the acquisition of PAM Healthcare Limited, partly offset by cash generated fromoperations. As the PAM acquisition completed on 26 March 2026, the year-end net debt positionreflects the acquisition financing, while the income statement does not include any material tradingcontribution from PAM. Following the year end, the Group repaid the £30.0 million related party bridge loan using the netproceeds from the Open Offer completed in April 2026. The Group remains focused on disciplineddeleveraging, supported by cash generation, integration delivery and the realisation of expectedsynergies from the enlarged Group. Financial outlook Looking ahead, the Group enters FY27 with increased scale, broader service capability and a strongerplatform across both the UK and Republic of Ireland. The completion of the PAM acquisition, togetherwith the ongoing mobilisation of the Armed Forces Recruitment Service contract, provides a clearplatform for future revenue growth. The Group’s near-term priorities are disciplined integration of acquired businesses, delivery ofanticipated 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 toimprove 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 itsrecurring and contracted revenue base, strong market position and the structural demand foroccupational health and wellbeing services. While the Group will continue to assess value enhancingacquisition opportunities, capital allocation will remain disciplined and focused on supportingsustainable 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 operationsapplicable to owners of the parent 1,404 1,652 Other comprehensive income:Items that may be reclassified subsequently toprofit or loss: Exchange differences arising on translation offoreign operations 11 - Total comprehensive income applicable toowners of the parent 1,415 1,652
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Earnings per share attributable toowners of the parent Basic (£) 12 0.02 0.03Diluted (£) 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 theparent 169,777 168,120 Consolidated statement of changes in equity for the Year Ended 31 March 2026 Sharecapital Sharepremium Capitalcontributionreserve Translationreserve Otherreserve Retainedearnings Totalequity £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance as at 1 April2024 - 975 126,498 - - 145 127,618 Total comprehensiveincome Profit for the year - - - - - 1,652 1,652
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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 March2025 888 2,993 162,403 - 39 1,797 168,120 Balance as at 1 April2025 888 2,993 162,403 - 39 1,797 168,120 Total comprehensiveincome Profit for the year - - - - - 1,404 1,404 Foreign exchangemovement on translation - - - 11 - - 11 Transactions with owners Share-based payments - - - - 242 - 242 Balance as at 31 March2026 888 2,993 162,403 11 281 3,201 169,777
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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 2,575Adjustments for: Depreciation of property, plant and equipment 1,198 1,047Amortisation of intangible assets 8,818 8,111Depreciation of right-of-use assets 1,188 1,255Loss on disposal of property, plant and equipment 8 65Loss on remeasurement of lease liabilities 7 40Share based payments 242 39Movement in contingent consideration - (375)Movement in provisions (615) (76)Finance income (55) - Finance expense 1,561 665 Net cash generated from operating activities beforechanges 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 5,373Tax 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 andequipment - 32 Purchase of subsidiary undertakings net of cashacquired (101,813) (1,182) Contingent consideration paid for subsidiaryundertaking - (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 17,000Related party loans received 30,000 -Proceeds from issue of share capital - 1,975Dividends paid - (20,746) Net cash inflow / (outflow) from financingactivities 96,460 (3,335) Net increase / (decrease) in cash and cashequivalents 6,808 (6,299) Cash and cash equivalents at beginning of the year 14,797 21,096Exchange 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. Itsregistered address is Meadow Court, 2 Hayland Street, Sheffield, England, S9 1BY. The consolidatedfinancial 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 adoptedInternational Accounting Standards (IAS) and interpretations by the IFRS Interpretations Committeeapplicable to companies reporting under UK adopted IFRS. They do not include all the informationrequired for full annual statements. The accounting policies adopted in this announcement areconsistent with the Annual Report for the year ended 31 March 2026.
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The financial information has been extracted from the financial statements for the year ended 31 March2026, which have been approved by the Board of Directors on 14 August 2026. They have beenreported 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 theauditors drew attention by way of emphasis without qualifying their report and did not contain astatement 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’sstatutory accounts for that financial year. The Board of Directors approved the 2025 Group financialstatements on 24 July 2025, and they have been delivered to the Registrar of Companies. The reportof the auditors was unqualified, did not include a reference to any matters to which the auditors drewattention by way of emphasis without qualifying their report, and did not contain a statement undersection 498(2) or (3) of the Companies Act 2006. The financial information contained in this announcement does not constitute statutory accounts asdefined in Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 March 2026 have been reported on by the Group'sIndependent Auditor, RSM UK Audit LLP. The financial statements have been prepared on a historicalcost 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 accountingestimates. The consolidated financial statements have been prepared on the historical cost basis, except forcertain financial instruments, including contingent consideration, which are measured at fair value. Theconsolidated financial statements are presented in thousands of Pounds Sterling (£‘000), which is thefunctional and presentational currency of the Group. The results of subsidiaries acquired during the year are included in the consolidated statement ofcomprehensive income from the effective date of acquisition. Where necessary, adjustments are madeto the financial statements of subsidiaries to bring the accounting policies used into line with thoseused by the Group. Income, expenditure, unrealised gains and intra-Group balances arising fromtransactions 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 liquidityrequirements, including downside scenarios. In February 2026, in connection with the acquisition of PAM Healthcare Limited, the Group entered intonew 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 inplace and was extended to align with the new facilities. At 31 March 2026, £16m was drawn under therevolving 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 DeaconStreet Partners Limited, an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder ofthe Company, to part fund the acquisition of PAM Healthcare Limited. As at 31 March 2026, £30m wasoutstanding under this facility. Following the year end, the bridge facility was repaid using cash andproceeds from the Open Offer. The Directors have a reasonable expectation that the Group has adequate resources to continue inoperational existence for the next twelve months. Therefore, the Group has adopted the going concernbasis of accounting in preparing the financial statements. In making this assessment the Directors haveconsidered the headroom available on the debt facility combined with the expected level of cashgeneration 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 amountsof assets and liabilities, income and expense. Actual results may differ from these judgements andestimates. In preparing these consolidated financial statements, the significant judgements made by managementin applying the Group's accounting policies and the key sources of estimation uncertainty were thesame 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 EBITDAand adjusted measures of profit before tax and earnings per share provide shareholders with analternative representation of the underlying earnings derived from the Group’s business. Thesemeasures offer a more comparable view of the year-on-year underlying financial performance of the
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Group. The adjusting items shown on the consolidated statement of comprehensive income and therationale behind the Directors’ view that these should be included as adjusting items are detailedbelow: Exceptional items - Restructuring costs Restructuring costs, being the costs associated with the integration of acquisitions, remain a keycomponent 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; andIT costs associated with the integration of acquired businesses and migration to Group ITsystems. - 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 fundingbusiness combinations. - Demerger and listing costs Demerger costs relating to the demerger from Marlowe Plc and the subsequent listing on the AIMmarket 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 investingactivities of the Group and are therefore not considered to be reflective of the underlying tradingperformance. 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 andexecutives, management believes it is useful to exclude share-based compensation expenses fromadjusted 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 reflectiveof 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 valueadjustments under IFRS 3. Given the overall size of the amortisation charge and it being non-cash innature, this cost is adjusted for in deriving the Group's alternative performance measures. Fortransparency, we note that the Group does not similarly adjust for the related revenue and resultsgenerated 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 theCompany. The CODM reviews the Group’s internal reporting in order to assess performance andallocate resources. The CODM has determined that there is one operating segment being the provisionof occupational health and wellbeing services. Information about geographical revenue and non-currentassets is disclosed in note 7. 7. Revenue The Group generates revenue primarily from the provision of occupational health and wellbeingservices sold in the ordinary course of the Group’s activities. Management considers there to be onerevenue stream within the one operating segment. Revenue is recognised over time, mainly on a straight-line basis, or at a point in time upon servicedelivery. In the year ended 31 March 2026, there was 1 customer who contributed 10% or more of the revenuegenerated by the Group (2025: 1).
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Customers representing revenue greaterthan 10% 2026 2025 £’000 £’000 Customer 1 12,930 14,809Other 107,706 90,240 120,636 105,049 Geographical reporting Although the Group comprises a single operating segment, the Group discloses revenue from externalcustomers and non-current assets by geographical area in accordance with IFRS 8. This geographicaldisclosure does not represent separate operating segments or separate CGUs for impairment testingpurposes. Revenue 2026 Non-currentassets2026 £’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 CognateHealth Limited in April 2025. Revenue attributable to the Republic of Ireland primarily relates to theCognate Health operations. The Group also acquired additional Irish operations as part of the PAMHealthcare acquisition on 26 March 2026. As a result of the acquisition occurring shortly before theyear end, revenue attributable to those operations was not material in the current year, although therelated 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 UnitedKingdom. 8. Other operating income In the Annual Report for the year ended 31 March 2025, the Group disclosed that it had successfullyappealed 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 financialsettlement 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 cashproceeds 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 inrelation to this matter. For the purposes of the Group’s alternative performance measures, the settlement income has notbeen treated as an adjusting item. This is consistent with its treatment in the interim financialstatements and reflects the Directors’ view that the underlying procurement activity arose in theordinary course of the Group’s operations. The associated costs were also recognised withinunderlying results and were not treated as adjusting items. 9. Exceptional items 2026 2025 £’000 £’000 Restructuring costs 1,478 1,455Acquisition related costs 3,215 39Demerger and listing costs - 2,751Change 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 bridgefacility entered into in connection with the acquisition of PAM Healthcare Limited. Further details of thebridge facility and related party arrangement are provided in Note 14.
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10. Operating profit Operating profit is stated after charging: 2026 2025 £’000 £’000 Depreciation of property, plant and equipment 1,198 1,047Amortisation of intangible assets 8,818 8,111Depreciation charge of right-of-use assets 1,188 1,255Loss on disposal of property, plant and equipment 8 65Reduction in provision for trade receivables (104) (165)Share based payment 242 39 Auditor’s remuneration Audit of parent and consolidated financialstatements 291 170 Non-audit fees for reporting accountant serviceson 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 1,912Adjustments 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 of25% 618 644 Expenses not deductible for tax purposes 810 223Adjustments in respect of prior periods 25 164Tax effect of income not taxable in determiningtaxable 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 shareThe calculation of basic and diluted earnings per share is based on the profit attributable to equityholders divided by the weighted average number of shares in issue during the period. 2026£’000 2025 £’000 Profit for the period from continuingactivities 1,404 1,652 2026
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No. 2025No. Weighted average number ofordinary shares Basic 89,231,947 51,645,874 Weighted average number ofordinary 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 reflectsthe 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 theyear end, the Company completed an Open Offer on 23 April 2026, pursuant to which 19,999,149 newordinary 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 bonuselement, the weighted average number of ordinary shares used in the calculation of earnings per shareis adjusted retrospectively to reflect that bonus element. The Open Offer did not involve the issue ofbonus 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 33assessment, 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 as179.08 pence per share, based on a market price of 180.00 pence per share immediately before theOpen Offer and the subscription price of 175 pence per share. This resulted in a bonus factor of1.00513. Accordingly, the weighted average number of ordinary shares used in the calculation of bothbasic and diluted earnings per share for the current and comparative periods has been adjustedretrospectively by applying this factor. This adjustment reflects only the bonus element arising from the discounted issue price. The newordinary shares issued for cash after the reporting date have not otherwise been included in theweighted average number of ordinary shares for the year ended 31 March 2026. The adjustment hasbeen made to ensure that earnings per share remains comparable between periods, as required byIAS 33. Diluted earnings per share reflects the potential dilution arising from outstanding share options underthe Group’s Save As You Earn (“SAYE”) scheme. The dilutive effect has been calculated using thetreasury 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 calculationbecause 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 representationof the underlying earnings derived from the Group's business. The adjusting items are shown in thetable 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 2026No. 2025No. Weighted average number of ordinaryshares Basic 89,231,947 51,645,874
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Weighted average number of ordinaryshares Diluted 89,311,345 51,645,874 31 March2026£ 31 March2025£ Adjusted Basic earnings per share (£) 0.12 0.19 Adjusted Diluted earnings per share (£) 0.12 0.19 13. Intangible assets Goodwill Customerrelationships Software Tradenames Total £’000 £’000 £’000 £’000 £’000 Cost 1 April 2024 112,671 54,559 24,725 5,117 197,072 Additions - internallydeveloped - - 1,956 - 1,956 Additions – Acquired throughbusiness combinations 2,303 699 4 - 3,006 At 31 March 2025 114,974 55,258 26,685 5,117 202,034 Additions - internallydeveloped - - 2,044 - 2,044 Additions – Acquired throughbusiness 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 incomeas follows: 2026£’000 2025£’000 Amortisation of acquisition intangibles presented separately withinadministrative expenses 6,757 6,323 Amortisation of other intangible assets included within other administrativecosts 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 StreetPartners Limited, an entity controlled by Lord Ashcroft KCMG PC, a substantial shareholder of theCompany. The facility was drawn in connection with the acquisition of PAM Healthcare Limited and wasinterest free provided repayment occurred within three months of drawdown.
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Following the year end, £15.6 million of the facility was repaid in cash on 24 April 2026 and theremaining 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 withBarclays Bank Plc and HSBC UK Bank Plc. The facilities comprise a £70.0 million committed term loanfacility and a £20.0 million committed revolving credit facility. The agreement also provides for anuncommitted 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 andbreadth to the Group’s operations. The acquisition accounting for Optima Health (Birmingham) Limited, which was provisional at 31 March2025, 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 theacquisition date. In respect of the PAM Healthcare acquisition the purchase accounting has not yetbeen finalised in accordance with IFRS 3 Business Combinations, these figures are subject toadjustment 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 retrospectivelyto 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. TheCompany delivers a range of services focused on occupational health services to improve health andwellbeing in the workplace. It brings an established customer base and a team of approximately 60experienced occupational health clinicians and a substantial network of 35 occupational healthphysicians. The Cognate platform provides occupational health services focused on preventing work-relatedillnesses and injuries, protecting workers from occupational hazards, and promoting overall workplacehealth and safety. The acquisition has expanded Optima Health's geographic reach, creating a base inthe Republic of Ireland with c.30 clinic sites across the country. The acquisition has also increasedOptima Health's customer base and strengthened its ability to service multinational clients withoperations in the UK and Ireland. The total consideration amounted to £6.5 million and was paid in cash on completion. After deductingthe cash balance acquired, the net cash outflow was £6.0 million. The acquisition was financed throughthe Group’s existing facilities. In addition to the initial cash consideration paid for the acquisition of Cognate Health, there is potentialcontingent consideration of up to €2.0 million payable over FY27 and FY28, contingent upon theachievement of specified performance benchmarks by Cognate Health Limited. At the time of approvalof these financial statements, the Directors are of the opinion that no provision for contingentconsideration should be recognised, as the likelihood of the benchmarks being met are considered tobe 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 1,499Trade and other receivables (Gross) 940Less: Loss Allowance on trade receivables (13)Cash and cash equivalents 491Trade and other payables (772)Corporation tax liabilities (168)
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Provisions (96)Lease liabilities (1,499)Deferred tax liabilities (442) Net assets acquired 3,944 Goodwill 2,522 Consideration 6,466 £’000Purchase consideration Cash consideration 6,466 6,466 A Deferred tax liability has been recognised on the value of intangible assets at the tax rate applicableat 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 assembledworkforce, and other intangible benefits not separately recognised under IFRS 3. None of the goodwillis expected to be deductible for tax purposes. From the acquisition date to 31 March 26, the acquiree contributed £6.7 million in revenue and £0.45million 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 cashfree, debt free basis for a net consideration of £15k. The acquisition was financed using the Group’sexisting financing facilities. Optima Health Plc holds a 100% indirect shareholding in Optima HealthUK Limited. Care first is a leading provider of mental health services. The acquisition has expanded OptimaHealth's scale in the provision of mental health services, with Care first complementing the Group'sexisting EAP service offering. The deal has also expanded Optima's customer base with the addition ofover 1,000 new customers, presenting further cross selling opportunities of other occupational healthand wellbeing solutions. Alongside this, the Acquisition brings additional specialist capabilities withapproximately 40 experienced employees with a substantial network. This Acquisition aligns withOptima Health's strategic focus in the occupational health sector, consolidating margin accretive andvalue creating businesses in areas where we have significant expertise, creating additional growthopportunities and scale benefits with enhanced operating leverage. Fair value £’000 Intangible assets - customer relationships 77 Trade and other receivables 127Trade and other payables (630)Deferred tax liabilities (19) Net assets acquired (445) Goodwill 460 Consideration 15 £’000Purchase consideration Cash consideration 15 15 A Deferred tax liability has been recognised on the value of intangible assets at the tax rate applicableat 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 assembledworkforce, and other intangible benefits not separately recognised under IFRS 3. None of the goodwillis 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 on1 April 2025, the acquiree would have contributed approximately £3.934 million of revenue and £0.14million of profit before tax to the Group’s consolidated results for the year ended 31 March 2026.
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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 normalisedworking capital adjustments. PAM is one of the leading providers of occupational health and wellbeing services across the UnitedKingdom and Republic of Ireland, supporting over 1.5 million employees through a comprehensiverange of occupational health, wellbeing and clinical services. The business operates a technology-enabled service model supported by a substantial network of clinicians and occupational healthspecialists. The acquisition represents a transformational step in the Group's growth strategy and significantlystrengthens Optima Health's position within the occupational health sector. The acquisition expands theGroup's scale, customer base, clinical capabilities and geographic reach, whilst enhancing its serviceoffering across both the UK and Republic of Ireland. The acquisition is expected to deliver significantstrategic benefits through operational efficiencies, enhanced market presence, cross-sellingopportunities and the expansion of technology-enabled occupational health services across theenlarged Group. The acquisition was completed for total consideration of £100.1 million. Cash acquired with thebusiness was £4.3 million, resulting in a net cash outflow of £95.8 million. The acquisition was fundedthrough a combination of new debt facilities and bridge financing arrangements. Further details of thebridge financing and borrowings associated with the acquisition are provided in Notes 14 and 15respectively. Provisionalfair value £’000 Intangible assets - customer relationships 26,976Intangible assets –Trade name 3,047Intangible assets – software 13,757Property, plant and equipment 1,699Right of use assets 2,601Inventories 249Trade and other receivables (Gross) 13,097Less: Loss Allowance on trade receivables (80)Corporation tax asset 106Cash and cash equivalents 4,316Trade and other payables (18,218)Provisions (660)Lease liabilities (2,601)Deferred tax liabilities (9,458)Net assets acquired 34,831Goodwill 65,308Consideration 100,139 £’000Purchase consideration Cash consideration 100,139 100,139 A deferred tax liability has been recognised in respect of the fair value uplift arising on the acquiredintangible 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 professionaladvisory fees, amounting to £2.2 million have been recognised as exceptional expenses and chargedto profit or loss. This excludes the fees associated with the bridging loan. Goodwill recognised on acquisition principally reflects the expected benefits from combining theoperations of PAM and Optima Health, including anticipated revenue and cost synergies, access to ahighly skilled assembled workforce, expanded market presence, future growth opportunities and otherintangible benefits that do not qualify for separate recognition under IFRS 3. None of the goodwillrecognised is expected to be deductible for tax purposes. The acquisition completed on 26 March 2026. Due to the proximity of the acquisition date to thefinancial year end, the post-acquisition trading results of PAM Healthcare Limited had no materialimpact 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 havegenerated revenue of £190 million for the year ended 31 March 2026. The corresponding impact onprofit before tax has not been disclosed as management does not believe a reliable estimate can be
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made without the use of hindsight and significant assumptions regarding financing costs, purchaseaccounting adjustments, integration activities and the timing of anticipated synergies. 17. Share capital Allotted, called up and fully paid Share capital £0.01Ordinaryshares £0.01Ordinary Ashares Sharepremium £’000 No. No. £’000Balance at 1 April 2024 - 100 975 975Issue of Ordinary A shares - - 32 51Issue of Ordinary shares 888 88,775,901 - 1,967Reclassification 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 abovetheir nominal value net of transaction costs. Capital contribution reserve The capital contribution reserve represents non-cash contributions to the Company from equityholders. The balance includes £126.5m arising from the recognition of investments in subsidiaries transferredfrom Marlowe Plc for £nil consideration. This amount represents non-qualifying consideration and isunrealised. 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 havenot yet vested. Translation reserve The foreign currency translation reserve comprises exchange differences arising on the translation ofthe assets, liabilities and results of the Group's foreign operations from their functional currencies intothe Group's presentation currency, Sterling. Exchange differences arising on translation are recognisedin 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.
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