Business
Half-year Report
Half-year Report.
About this update from One Health Group Plc
20 December 2024 One Health Group plc ("One Health" or "OHG" or the "Group") Interim results for the six months ended 30 September 2024 (unaudited IFRS format) and Declaration of Interim Dividend Strong first half financial performance and record new patient referrals New surgical capacity secured in advance of developing new build, owned surgical capacity to meet considerable demand for NHS funded surgery One Health (AQSE: OHGR), a provider of NHS-funded medical procedures, is pleased to announce its unaudited interim results for the six months ended 30 September 2024. Financial Highlights The Group performed well in the first half with strong increases in revenue, profitability and cash, ahead of previous management expectations, representing significant increases on H1 24. The interim dividend has been increased by 2% to 2.07p per share. Highlights below reflect first time reporting under IFRS and consolidation of the Employee Benefit Trust ("EBT"). Financial Summary H1 25 H1 24 (Restated*) % change Turnover £13.30 m £10.94 m +22% Underlying EBITDA* £0.960 m £0.687 m + 40 % Underlying EPS* 7.46 pence 4.28 pence + 74% Cash balance £4.89 m £3.64 m + 34 % Interim dividend 2.07 pence 2.03 pence + 2 % *Restated under IFRS with consolidation of EBT and a legacy property valuation adjustment. Declaration of Interim Dividend One Health Group plc is pleased to announce that the Board of Directors has declared an interim dividend at the rate of 2.07 pence per share, in line with the Board's stated dividend policy, to be paid on 24 January 2025 to shareholders on the register as at close of business on 3 January 2025. The ex-dividend date will be 2 January 2025. Operational Highlights · Received 7,857 new patient referrals (H1 24: 6,091) an increase of 29% and a new record · Delivered 19,674 consultations (H1 24: 15,239) an increase of 29% · Surgical procedures carried out on 3,427 NHS patients through 9 independent hospitals (H1 24: 2,997) a 14% increase · Onboarded 7 new clinicians to the business to support growth · Outreach clinics expanded to 37 (H1 24: 33) a 12% increase · NHS Tariff price uplift following junior doctors' settlement to benefit H2 revenue and margin · Government change has had a positive effect including active promotion of 'Patient Choice' and an increased use of independent sector support cited as one of the key actions to reduce NHS waiting lists · Established 5-year contracts with our largest NHS commissioners, moving away from the historic annual renewal process · Adoption of International Financial Reporting Standards (IFRS) in advance of a potential move to AIM in the second half of the year (Note 2.4) Post-period updates · Additional surgical capacity being established with two new independent hospitals in new geographical areas · Full planning on the planned new build surgical hub being submitted in H2 which is expected to deliver significant additional operating capacity in 2026 and has the potential to significantly increase the profitability of the Group · Further surgical hubs are being actively pursued to increase the Group's surgical capacity to help to satisfy the demand from the NHS · Continued review of the Group's IT systems and control environment ahead of a potential AIM Listing in 2025 (Note 11) · NHS outsourced activity is historically weighted towards the second half of the year as commissioners look to spend budget allocations before year end · Demand continuing from NHS Trust Waiting List transfers representing 8% of H1 25 revenue, with an uplift expected in H2 IFRS Conversion Previously, the Group had reported its results under United Kingdom Generally Accepted Accounting Principles (UK GAAP). In consideration of a potential move to AIM, the interim results for the six months ended 30 September 2024 (and comparatives for H1 2023), are presented under IFRS. The key presentational changes and accounting policy adjustments that arise from the first-time adoption of IFRS by the Group are set out in note 2 of this announcement. On adoption of IFRS, the EBT, which owns a significant portion of the Group's ordinary share capital and which was established for the benefit of the employees of the Group and is considered to be controlled by the Group, has been consolidated into the Group results for the first time. The Group has therefore recognised a prior year restatement to consolidate the EBT, which has reduced the previously reported profits of the Group, removed a receivable balance previously recognised by the Group, and introduced a new component of equity, termed as an own shares reserve. Review of the period Operationally, 2024 has seen a further increase in the national NHS waiting list and industrial action causing disruption to NHS patients care caused by cancelations. As a result, demand for support from One Heath and other independent sector providers increased during the first half of the year. During the same period, we saw continued demand for waiting list transfers and direct referrals from NHS Trusts. The Group has onboarded seven new clinicians to the Group into new geographical areas and continues to expand surgical capacity in existing areas, meaning One Health is well placed to support the NHS in the second half of the year, traditionally our busiest period. The Group continues to work closely with more NHS trusts to support the reduction of waiting lists for elective care. From a financial perspective One Health has performed very well in the first half of the year. As reported in the trading update on 28 October 2024, financial performance was ahead of previous management expectations and as we enter our busiest period of the year. Cash at the end of September 2023 of £4.9m supporting ongoing investment in growth and our progressive dividend policy. The Board is therefore declaring an increased interim dividend of 2.07p per Ordinary Share (H1 22/23: 2.03p per share) to be paid on 24 January 2025 to shareholders on the register as at close of business on 3 January 2025 Adam Binns, Chief Executive Officer, said: "One Health has performed strongly in the first six months of the financial year, significantly ahead of last year with turnover up 22% to £13.3m, underlying EBITDA up 40% to nearly £1m and new patient referrals up 29% at 7,857. "These referrals include a continuation of NHS patients transferring to One Health from local Trusts to help them reduce their internal waiting lists. The Trust transfer activity is in addition to patients received through the traditional route by choosing to be referred to One Health through 'Patient Choice' after visiting their GP. "We are very pleased with performance in the first half of the year and expect to achieve our year end forecasts." Outlook Since the period end, record high levels of NHS patient referrals to One Health have continued. In addition, and as anticipated, several NHS Trusts have also approached One Health to establish additional capacity available over the second half of H2 25 and H1 2026 to support their demanding internal year-end waiting list targets. We have also benefitted directly from the settlement of the junior doctors' industrial action which resulted in a retrospective increase in the NHS Tariff (the payment mechanism used for outsourced NHS activity) back to April 2024. The 2025 full year revenue and margin benefit is expected to be c£750k and c£275k respectively. Since the period end, good progress has been made in all areas including onboarding additional consultants and commencing initial commercial discussions with four new independent hospitals with a view to placing work in Q4 and FY 26. We also anticipate submitting full planning for the first surgical hub early in Q4. Taking these factors into account we approach FY 25 with good confidence that we will be in line with current market expectations on a revenue and underlying EBITDA basis. About One Health Group One Health engages over 100 NHS Consultants who sub-specialise in the various surgeries offered by the Company, through a growing network of community-based outreach clinics and surgical operating locations. One Health continues to deliver strong growth and in the year to March 2024 provided much needed care to 13,266 new patients, through almost 34,000 consultations and over 6,000 surgical procedures. One Health deploys surgeons and anaesthetists that are mostly employed by the NHS, on a subcontracted basis. It currently works with over 100 professionals across 9 independent hospitals and 37 outreach clinics. Within these community-based outreach clinics all consultations and post operative physiotherapy is delivered where required, reducing patient inconvenience and excess travel. One Health's activities are focused on areas where NHS patient needs are under-supplied by the local NHS service, population density is relatively high and the level of private medical insurance or the ability to self-fund is relatively low. One Health has also sought to expand geographically from its Head Office in Sheffield into neighbouring counties, which meet these criteria. Currently, the Company's activities are focused in Yorkshire, Lincolnshire, Derbyshire, Nottinghamshire and Leicestershire. Revenue of over £23m in the year to 31 March 2024 was derived from over 60 NHS commissioning bodies in addition to contracts with local NHS Hospital Trusts to transfer their internal waiting list patients to One Health for quicker treatment. One Health's business model has focused to date on four main areas: orthopaedics, spine, general surgery and gynaecology. The split of inpatient procedures in the year to 31 March 2024 was as follows: orthopaedics 46% spine 22% general surgery 22% gynaecology 10%. Spine and orthopaedics are particularly attractive areas for One Health as the Directors believe that they benefit from powerful growth drivers in terms of an ageing demographic, physical inactivity and an increasing proportion of the population being categorised as obese. Within orthopaedics, the most common surgeries performed by One Health are knee and hip replacements. * ( https://www.onehealth.co.uk/investors ) The Directors of One Health Group plc accept responsibility for the contents of this announcement. For more information, please contact: One Health Group plc via Square1 Consulting Derek Bickerstaff, Chairman Adam Binns, CEO Panmure Liberum +44 (0) 20 3100 2000 Emma Earl, Will Goode, Mark Rogers, Joshua Borlant, Rupert Dearden Square1 Consulting +44 207 929 5599 David Bick +44 7831 381201 Consolidated Statement of Comprehensive Income Notes Six months ended 30 September 2024 UNAUDITED Six months ended 30 September 2023 UNAUDITED Year ended 31 March 2024 UNAUDITED (Note 2.4) £ £ £ Revenue 13,296,385 10,936,345 23,040,121 Cost of sales (10,981,259) (8,978,646) (19,038,274) Gross profit 2,315,126 1,957,699 4,001,847 Other operating income 52,491 54,600 104,445 Administrative expenses excluding depreciation and other adjusting items (1,407,562) (1,324,996) (2,585,586) Adjusted EBITDA* 4 960,055 687,303 1,520,706 Other adjusting items 4 (50,030) (40,968) (377,874) EBITDA 910,025 646,335 1,142,832 Depreciation (68,172) (60,087) (134,250) Operating profit 841,853 586,248 1,008,582 Gain on revaluation of investment property - - 149,486 Finance income 50,062 35,843 80,594 Finance costs (46,614) (62,483) (151,171) Profit before tax 845,301 559,608 1,087,491 Taxation 5 (180,898) (192,116) (370,475) Profit for the period 664,403 367,492 717,016 Other comprehensive income - - - Total comprehensive income for the period 664,403 367,492 717,016 Profit attributable to owners of the parent 664,403 367,492 717,016 Total comprehensive income attributable to owners of the parent 664,403 367,492 717,016 Basic EPS (p/share) 6 6.94 3.85 7.52 Diluted EPS (p/share) 6 6.80 3.78 7.37 * Adjusted EBITDA refers to earnings before interest, tax, depreciation and amortisation, share-based payments, costs of admission to the AQUIS market, other exceptional items and bonuses paid by the employee benefit trust. All operations are continuing operations. Consolidated Statement of Financial Position Notes 30 September 2024 UNAUDITED 30 September 2023 UNAUDITED 31 March 2024 UNAUDITED (Note 2.4) £ £ £ Non-current assets Property, plant and equipment 7 1,200,923 1,236,179 1,250,050 Investment property 8 1,840,771 1,691,285 1,840,771 Total non-current assets 3,041,694 2,927,464 3,090,821 Current assets Trade and other receivables 9 3,616,388 4,188,516 3,330,235 Restricted cash and cash equivalents 91 107,701 91 Cash and cash equivalents 4,889,076 3,642,649 4,658,824 Total current assets 8,505,555 7,938,866 7,989,150 Total assets 11,547,249 10,866,330 11,079,971 Current liabilities Borrowings (1,128,293) (1,063,717) (1,095,600) Trade and other payables 10 (4,415,733) (4,569,250) (4,436,771) Current tax payable (513,359) (145,495) (284,164) Total current liabilities (6,057,385) (5,778,462) (5,816,535) Net current assets 2,448,170 2,160,404 2,172,615 Total assets less current liabilities 5,489,864 5,087,868 5,263,436 Non-current liabilities Deferred tax provision (79,891) (142,677) (130,304) Total non-current liabilities (79,891) (142,677) (130,304) Total liabilities (6,137,276) (5,921,139) (5,946,839) Net assets 5,409,973 4,945,191 5,133,132 Equity attributable to equity holders of the Group Share capital 52,751 52,551 52,751 Share premium 392,048 365,448 392,048 Revaluation reserve 29,454 28,386 28,920 Share option reserve 226,989 287,019 226,989 Own shares (829,117) (829,117) (829,117) Retained profits 5,537,848 5,040,904 5,261,541 Total equity 5,409,973 4,945,191 5,133,132 Consolidated Statement of Changes in Equity Note Share capital Share premium Share option reserve Revaluation reserve Own shares Retained profits Total £ £ £ £ £ £ £ Balance at 1 April 2023 (unaudited) 52,551 365,448 287,019 27,852 (784,952) 5,084,131 5,032,049 Comprehensive income for the period ended 30 September 2023 : Profit for the period - - - - - 367,492 367,492 Total comprehensive profit for the period - - - - - 367,492 367,492 Transactions with owners recorded directly in equity for the period ended 30 September 2023 : Deferred tax on market value of share options - - - - - (3,077) (3,077) Deferred tax on revalued property - - - 870 - (870) - Transfer of revalued property - - - (336) - 336 - Transactions in own shares - - - - (44,165) 6,625 (37,540) Dividends paid - - - - - (413,733) (413,733) Balance at 30 September 2023 (unaudited) 52,551 365,448 287,019 28,386 (829,117) 5,040,904 4,945,191 Balance at 1 April 2024 (unaudited) 52,751 392,048 226,989 28,920 (829,117) 5,261,541 5,133,132 Comprehensive income for the period ended 30 September 2024 : Profit for the period - - - - - 664,403 664,403 Total comprehensive profit for the period - - - - - 664,403 664,403 Transactions with owners recorded directly in equity for the period ended 30 September 2024 : Deferred tax on market value of share options - - - - - 2,114 2,114 Deferred tax on revalued property - - - 870 - (870) - Transfer of revalued property - - - (336) - 336 - Transactions in own shares - - - - - - - Dividends paid - - - - - (389,676) (389,676) Balance at 30 September 2024 (unaudited) 52,751 392,048 226,989 29,454 (829,117) 5,537,848 5,409,973 Balance at 1 April 2023 (unaudited) 52,551 365,448 287,019 27,852 (784,952) 5,084,131 5,032,049 Comprehensive income for the year ended 31 March 2024 : Profit for the period - - - - - 717,016 717,016 Total comprehensive profit for the period - - - - - 717,016 717,016 Transactions with owners recorded directly in equity for the year ended 31 March 2024 : Issue of share capital 200 26,600 - - - - 26,800 Forfeited and lapsed options - - (60,030) - - 60,030 - Deferred tax on market value of share options - - - - - 2,061 2,061 Deferred tax on revalued property - - - 1,740 - (1,740) - Transfer of revalued property - - - (672) - 672 - Transactions in own shares - - - - (44,165) 6,625 (37,540) Dividends paid - - - - - (607,254) (607,254) Balance at 31 March 2024 (unaudited) 52,751 392,048 226,989 28,920 (829,117) 5,261,541 5,133,132 Consolidated Statement of Cash Flows Notes Six months ended 30 September 2024 UNAUDITED Six months ended 30 September 2023 UNAUDITED Year ended 31 March 2024 UNAUDITED (Note 2.4) £ £ £ Cash flows from operating activities: Profit for the p eriod 664,403 367,492 717,016 Adjustments for: Tax charge 180,898 192,116 370,475 Finance costs 46,614 62,483 151,171 Finance income (50,062) (35,843) (80,594) Revaluation of investment property - - (149,486) Depreciation of tangible assets 68,172 60,087 134,250 910,025 646,335 1,142,832 Changes in working capital: (Increase)/Decrease in trade & other receivables (286,153) 26,269 884,550 (Decrease)/Increase in trade & other payables 41,156 491,993 372,953 Income taxes (paid) (3,103) (106,774) (152,829) Net cash inflow from operating activities 661,925 1,057,823 2,247,506 Cash flows from investing activities Interest received 50,062 35,843 80,594 Purchase of property, plant & equipment (19,045) (258,841) (346,875) Net cash from/(used in) investing activities 31,017 (222,998) (266,281) Cash flow from financing activities Proceeds from issue of new shares - - 26,800 Sale of treasury shares - 43,710 43,710 Purchase of treasury shares - (81,250) (81,250) Dividends paid (389,676) (413,733) (607,254) Repayments of bank loans and borrowings (26,400) (21,715) (52,800) Interest paid on borrowings (46,614) (48,174) (88,203) Net cash (used in) financing activities (462,690) (521,162) (758,997) Net cash increase in cash 230,252 313,663 1,222,228 Cash and cash equivalents at beginning of the period 4,658,915 3,436,687 3,436,687 Cash and cash equivalents (including restricted cash) at end of the period 4,889,167 3,750,350 4,658,915 Cash included in the above held by the employee benefit trust so restricted to compliant expenditure 91 107,701 91 1. Company information One Health Group PLC (" One Health Group ", the "Group" ) is a public company domiciled and incorporated in England and Wales. The registered office is 131 Psalter Lane, Sheffield, South Yorks, S11 8UX. The consolidated interim financial statements of the One Health Group for the periods ended 30 September 2024 and 2023 include One Health Group PLC and all of its subsidiaries. The principal activity of the One Health Group is that of the provision of surgical facilities and associated healthcare. 2. Accounting policies The accounting polices applied in the preparation of these consolidated interim financial statements are set out below. These policies have been consistently applied in the periods presented to the One Health Group, unless otherwise stated. 2.1 Basis of preparation These interim financial statements present the financial track record of One Health Group Plc, as a group, for the two financial periods ended 30 September 2024 and 2023. This has been prepared in accordance with the requirements of UK adopted international accounting standards, subject to the disclosures made in note 2.4. The consolidated interim financial statements have been prepared under the historical cost convention, except for investment properties that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. One Health Group has elected to measure freehold property owned at the transition date at fair value on that date and have taken this as deemed cost. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, One Health Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36. The consolidated interim financial statements are presented in Pound Sterling and all values are rounded to the nearest £1 except when otherwise indicated. These interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The preparation of the interim financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires One Health Group management to exercise judgment in applying One Health Group's accounting policies. The financial information has been prepared and approved by the directors in accordance with International Financial Reporting Standards (" IFRS ") as adopted by the United Kingdom (" UK "). IFRS comprise standards and interpretations approved by the International Accounting Standards Board (" IASB ") and the International Financial Reporting Interpretations Committee (" IFRIC ") as adopted in the UK that are in effect as at 30 September 2024 (" Adopted IFRS "). The policies set out below have been applied consistently throughout all the periods presented to items considered material to the consolidated financial information. In preparing the interim financial statements, the Group has elected to use the following optional transitional exemptions: · IFRS 1.18 D5 relating to deemed cost and has measured freehold property owned at the transition date at fair value on that date and have taken this as deemed cost in these accounts. · IFRS 1.D9DB(a), D9B(b), D9D(b) and D9D(e), which permit the Group to not recognise a right of use asset and associated lease liability for the same property on transition, on the grounds that it was confirmed as short-term shortly after the date of transition. These interim financial statements do not meet the disclosure requirements of IFRS 1 for the first time adoption of IFRS's. Such information and disclosures will be provided in full in future financial statements prepared by the Group. The impact on of the transition on reported results for all periods is provided in note 12. 2.2 Going concern The interim financial statements have been prepared on a going concern basis, which assumes that One Health Group will continue in operational existence for the foreseeable future. The directors have prepared detailed profit and cash flow forecasts for One Health Group for a period to September 2026. Based on this review, the directors consider One Health Group to have sufficient resources to continue trading for a period of at least 12 months from the date of approval of the financial statements, being able to meet its liabilities as and when they fall due. 2.3 Revenue One Health Group applies IFRS 15 'Revenue from contracts with customers'. Under IFRS 15, One Health Group applies the 5-step method to identify contracts with its customers, determine performance obligations arising under those contracts, set an expected transaction price, allocate that price to the performance obligations, and then recognises revenues as and when those obligations are satisfied. Provision of medical and clinical services, specialist treatments and diagnostics Service revenue is recognised in accordance with the transfer of value to the customer after each treatment, consultation or operation. Value and control are transferred when surgery, consultation or other medical procedures are performed, which means that revenue is recognised at a point in time on the day in which the treatment occurs. Sale of medical implants Goods are supplied under contracts where the key performance criteria for One Health Group are the provision of such implants for the provision of their services. The fair value of the revenue, being the price per unit net of volume discounts and sales taxes, is recognised as revenue at the point of transfer of control to the customer. Control transfers at the point of physical delivery to the medical facility. 2.4 Adoption of International Financial Reporting Standards ("IFRS") The financial information has been prepared and approved by the Directors in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom ("UK"). IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted in the UK that are in effect as at 30 September 2024 ("Adopted IFRS"). Policies have been applied consistently throughout all the periods presented to items considered material to the consolidated interim financial statements. In preparing these financial statements, the Group's opening statement of financial position was prepared as at 1 April 2023. The Group's date of transition to IFRS was 1 April 2022, which will be reported separately in future financial statements. These interim financial statements are not intended to achieve full compliance with the transitional requirements of IFRS 1, although a statement of financial position as at the date of transition of 1 April 2023 has been presented in note 12. The Group's annual financial statements to 31 March 2024 were audited under the predecessor reporting standard, FRS 102. These results include a prior year restatement to those reported results along with adjustments arising from the adoption of IFRS. As at the date of approval of these interim financial statements these adjustments have not been audited, although the underlying FRS 102 accounting was approved in an audit report signed by Gerard Edelman LLP on 21 June 2024. 3. Directors' remuneration Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ Remuneration for qualifying services 284,758 288,922 734,095 Share based payments - - - Contributions to defined benefit pension scheme 21,725 18,550 37,500 Total remuneration 306,483 307,472 771,595 4. Adjusted EBITDA The consolidated income statement has presented adjusted earnings before interest, tax, depreciation, and amortisation, and the revaluation of investment property ("EBITDA"). It further presents "Adjusted EBITDA" which is EBITDA but further removing additional non-cash and non-recurring items including share-based payments, discretionary bonus payments by the EBT to employees and directors, and other non-recurring costs as a group, which are not relevant to the underlying cash generation of the business. Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ Discretionary employee bonuses payable by the EBT - 17,987 123,700 Discretionary director bonuses payable by the EBT - 20,000 198,750 Employer's National Insurance on bonuses payable by the employee benefit trust - 2,981 44,408 Costs relating to the development of Surgical Hub 32,880 - 11,016 Other items 17,150 - - Total other adjusting items 50,030 40,968 377,874 The EBT-settled employee bonuses are shown separately on the grounds that these are paid from restricted cash, subject to approval by the EBT trustees as opposed to the Group itself and are paid based on the performance of the Group by reference to EBITDA. 5. Taxation on profit on ordinary activities The tax charge is analysed as follows: Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ UK current tax: Current tax on profit for the period 228,150 99,698 286,339 Adjustments in respect of prior years - - - Total current tax 228,150 99,698 286,339 UK deferred tax: Origination and reversal of temporary differences (47,252) 92,418 84,136 Impact of change in tax rates - - - Total deferred tax (47,252) 92,418 84,136 Total tax charge in the Income Statement 180,898 192,116 370,475 Reconciliation of effective tax charge The current tax charge for the period is different from the prevalent rate of corporation tax in the UK. Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ Profit before taxation 845,301 559,608 1,087,491 Expected tax charge based on a corporation tax rate of 25% (2023:25%) 211,325 139,902 271,873 Effects of: Expenses not deductible for tax purposes 4,748 28,292 9,518 Other tax differences (35,175) 23,922 89,084 Total tax charge in the Income Statement 180,898 192,116 370,475 The tax rates applicable in these periods are those stated above and were determined by reference to corporation tax legislation enacted or substantively enacted at the year-end. 6. Earnings per share Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ Number of shares Weighted average number of ordinary shares for basic earnings per share 9,573,027 9,532,874 9,536,448 - Number of diluting share options 181,133 180,185 176,123 - Number of diluting warrants 19,750 - 15,410 Weighted average number of ordinary shares for diluted earnings per share 9,773,910 9,713,059 9,727,981 Earnings (all attributable to equity shareholders of the Company) Continuing operations 664,403 367,492 717,016 Profit/(loss) for the period from continued operations 664,403 367,492 717,016 Earnings per share for continuing operations as restated after the adjustments shown in note 12 Basic earnings per share (pence per share) 6.94 3.85 7.52 Diluted earnings per share (pence per share) 6.80 3.78 7.37 Earnings per share for continuing operations as previously reported before the adjustments shown in note 12 Basic earnings per share (pence per share) N/A 5.15 10.47 Diluted earnings per share (pence per share) N/A 5.06 10.20 Adjusted Earnings per share The Directors use adjusted earnings before non-recurring costs and share-based payment expenses. This creates an Alternative Performance Measure which the Directors believe reflects a fair estimate of ongoing profitability and performance. The calculated adjusted earnings for the current period of accounts is as follows: Period Ended 30 September 2024 Period Ended 30 September 2023 Year Ended 31 March 2024 £ £ £ Profit for the period 664,403 367,492 717,016 Adjusted for: Non-recurring costs 50,030 40,968 377,874 Adjusted earnings 714,433 408,460 1,094,890 Earnings per share for continuing operations as restated after the adjustments shown in note 12 Adjusted earnings per share (pence per share) 7.46 4.28 11.48 Earnings per share for continuing operations as previously reported before the adjustments shown in note 12 Adjusted earnings per share (pence per share) N/A 5.15 10.22 7. Property, plant and equipment Cost or deemed cost Freehold land & buildings £ Assets under construction £ Plant and machinery £ Fixtures and fittings £ Computer equipment £ Total £ At 1 April 2023 860,519 - 50,172 96,597 139,794 1,147,082 Additions 200 3,150 - - 255,491 258,841 Disposals - - - - - - At 30 September 2023 860,719 3,150 50,172 96,597 395,285 1,405,923 Additions 15,378 64,800 - 4,458 3,398 88,034 Disposals - - - - (11,875) (11,875) At 31 March 2024 876,097 67,950 50,172 101,055 386,808 1,482,082 Additions 200 - - - 18,845 19,045 Disposals - - - - - - At 30 September 2024 876,297 67,950 50,172 101,055 405,653 1,501,127 Depreciation and impairment At 1 April 2023 43,772 - 14,873 11,270 39,742 109,657 Depreciation charged for the period 14,464 - 2,904 4,829 37,890 60,087 Eliminated in respect of disposals - - - - - - At 30 September 2023 58,236 - 17,777 16,099 77,632 169,744 Depreciation charged for the period 15,240 - 3,036 5,016 50,871 74,163 Eliminated in respect of disposals - - - - (11,875) (11,875) At 31 March 2024 73,476 - 20,813 21,115 116,628 232,032 Depreciation charged for the period 16,657 - 3,037 5,053 43,425 68,172 Eliminated in respect of disposals - - - - - - At 30 September 2024 90,133 - 23,850 26,168 160,053 300,204 Carrying amount At 30 September 2023 802,483 3,150 32,395 80,498 317,653 1,236,179 At 31 March 2024 802,621 67,950 29,359 79,940 270,180 1,250,050 At 30 September 2024 786,164 67,950 26,322 74,887 245,600 1,200,923 8. Investment property Total £ Fair value At 1 April 2023 1,691,285 Additions - Revaluations - At 30 September 2023 1,691,285 Additions - Revaluations 149,486 At 31 March 2024 1,840,771 At 1 April 2024 Additions 1,840,771 - Revaluations - At 30 September 2024 1,840,771 Investment property relates to a 100% share (2023: 100%) in residential properties on the site of the Group's head offices. The valuations at 31 March 2024 were undertaken by Eddisons, Chartered Surveyors on an open market basis. Local trends and property data was used in forming their conclusion of the value of the property. The Directors have not obtained a professional valuation of the property at either interim reporting date, although they are not aware of any material changes to the previous valuation at either date. 9. Trade and other receivables 30 September 2024 30 September 2023 31 March 2024 Amounts falling due within one year: £ £ £ Trade receivables 3,409,840 3,760,030 2,239,260 Prepayments 138,805 395,110 963,564 LLP member accounts 46,728 12,891 44,735 Other receivables 21,015 20,485 82,676 3,616,388 4,188,516 3,330,235 The Group recognises receivables owed by members of the trading LLP's of which it controls and is a member. The balances represent amounts owed in respect of advances in excess of profit shares withdrawn by other members of the LLP's, where the profits constitute services provided to the Group. 10. Trade and other payables 30 September 2024 30 September 2023 31 March 2024 £ £ £ Trade creditors 1,373,341 1,728,529 1,345,377 Taxation and social security 64,585 54,399 54,028 Accruals and deferred income 2,641,694 2,210,545 2,618,886 LLP member accounts 58,658 81,079 103,636 Other creditors 277,455 494,698 314,844 4,415,733 4,569,250 4,436,771 The Group recognises liabilities owed to members of the trading LLP's of which it controls and is a member. The balances represent amounts owed in respect of undrawn profits to other members, which constitute services provided to the Group. 11. Contingent liability During early April 2023, One Health was subject to an incident which restricted access to certain of its IT systems for a limited period. Following an immediate digital forensic review, One Health received assurance that no data was lost or removed as a result of the incident. Notification has recently been made to the ICO and the NHS. The impact of the notification is subject to uncertainty, preventing the Group from disclosing the financial effect (if any). 12. Transitional adjustments and effects of prior year adjustments Statement of Financial Position at 30 September 2023 As previously reported £ Prior year adjustment £ Effect of transition £ As restated £ Non-current assets Property, plant and equipment (1, 7,8) 1,646,788 (200,568) (210,041) 1,236,179 Investment property 1,691,285 - - 1,691,285 Current assets Trade and other receivables (2,5) 4,582,583 (394,067) - 4,188,516 Restricted cash and cash equivalents (5) - 107,701 - 107,701 Cash and cash equivalents (5) 3,642,649 - - 3,642,649 Current liabilities Borrowings (6) - (1,063,717) - (1,063,717) Trade and other payables (2,5) (4,415,182) (154,068) - (4,569,250) Current tax payable (5) (212,634) (6,533) 73,672 (145,495) Non-current liabilities Borrowings (6) (1,063,717) 1,063,717 - - Deferred tax provision (1,3,8) (59,794) (52,678) (30,205) (142,677) Net assets 5,811,978 (700,213) (166,574) 4,945,191 Equity Share capital 52,551 - - 52,551 Share premium 365,448 - - 365,448 Revaluation reserve (1,8) 107,934 111,680 (191,228) 28 ,386 Share option reserve (3,4) 242,658 44,361 - 287,019 Own shares (5) - (829,117) - (829,117) Retained profits (1,4,5,8) 5,043,387 (27,137) 24,654 5,040,904 Total equity 5,811,978 (700,213) (166,574) 4,945,191 Statement of Financial Position at 31 March 2024 As previously reported £ Prior year adjustment £ Effect of transition £ As restated £ Non-current assets Property, plant and equi pment (1,8) 1,480,152 (104,978) (125,124) 1,250,050 Investment property 1 ,840,771 - - 1,840,771 Current assets Trade and other receivables (2,5) 4,075,053 (744,818) - 3,330,235 Restricted cash and cash equivalents (5) - 91 - 91 Cash and cash equivalents (5) 4,658,824 - 4,658,824 Current liabilities Borrowings (1,095,600) - - (1,095,600) Trade and other payables (2,5) (4,410,864 ) (25,907) - (4,436,771) Current tax payable (5) (288,514) 4,350 - ( 284,164) Non-current liabilities Deferred tax provision (1,3,8) (124,799) (47,295) 4 1,790 ( 130,304) Net assets 6,135,023 (918,557) (83,334) 5,133,132 Equity Share capital 52,751 - - 52,751 Share premium 392,048 - - 3 92,048 Revaluation reserve (1,8) 208,583 (56,435) (123,228) 2 8,920 Share option reserve (3,4) 182,628 44,361 - 2 26,989 Own shares (5) - (829,117) - (829,117) Retained profits (1,4,5,8) 5,299,013 (77,366) 39,894 5,261,541 Total equity 6,135,023 (918,557) (83,334) 5,133,132 Income Statement for the period ended 30 September 2023 As previously reported £ Prior year adjustment £ Effect of transition £ As restated £ Revenue (9) 11,062,281 (125,936) - 10,936,345 Cost of sales (9) (9,104,582) 125,936 - (8,978,646) Gross profit 1,957,699 - - 1,957,699 Other operating income 54,600 - - 54,600 Administrative expenses (5, 7) (1,225,747) (99,249) - (1,324,996) Adjusted EBITDA 786,552 (99,249) - 687,303 Share-based payments - - - - Other one-off costs (5) - (40,968) - (40,968) EBITDA 786,552 (140,217) - 646,335 Depreciation (1,8) (53,124) 1,415 (8,378) (60,087) Operating profit 733,428 (138,772) (8,378) 586,248 Loss on revaluation of investment property - - - - Finance income (5) 35,775 68 - 35,843 Finance costs (62,483) - - (62,483) Profit before tax 706,720 (138,734) (8,378) 559,608 Taxation (1, 3, 5,8) (165,709) (6,791) (19,616) (192,116) Profit for the period 541,011 (145,525) (27,994) 367,492 Income Statement for the period ended 31 March 2024 As previously reported £ Prior year adjustment £ Effect of transition £ As restated £ Revenue (9) 23,306,308 (266,187) - 23,040,121 Cost of sales (9) (19,304,461) 266,187 - (19,038,274) Gross profit 4,001,847 - - 4,001,847 Other operating income 104,445 - - 104,445 Administrative expenses (5, 7) (2,481,994) (103,592) - (2,585,586) Adjusted EBITDA 1,624,298 (103,592) - 1,520,706 Share-based payments - - - - Other one-off costs (5, 7) (105,190) (272,684) - (377,874) EBITDA 1,519,108 (376,276) - 1,142,832 Depreciation (1,8) (120,327) 2,831 (16,754) (134,250) Operating profit 1,398,781 (373,445) (16,754) 1,008,582 Gain on revaluation of investment property 149,486 - - 149,486 Finance income (5) 80,492 102 - 80,594 Finance costs (151,171) - - (151,171) Profit before tax 1,477,588 (373,343) (16,754) 1,087,491 Taxation (1, 3, 5,8) (376,842) 6,367 - (370,475) Profit for the period 1,100,746 (366,976) (16,754) 717,016 Notes to the transitional statement (1) The main office from which the Group trades was previously carried at an annually revalued amount, based on revaluation reports obtained annually. However, the Group also incurred costs in improving the property which were carried at depreciated cost, and not removed from the revaluation value, thus duplicating these assets on the statement of financial position. To rectify this, the Group has adopted a policy of using the fair value as deemed cost from the date of transition. This policy has been used as the Group owned 50% of the property at 1 April 2021, and completed the acquisition of the second half of the property in May 2021, thus adopting this deemed cost approach aligns the value of the property from the second acquisition point. The Group has also recognised consequential deferred tax adjustments arising from this change. Depreciation is also now separately presented on the face of the Income Statement so as to align with a presentation of Adjusted EBITDA as an alternative performance measure. (2) The Group has balances with its subsidiary LLP's which do not eliminate on consolidation, reflecting amounts owed to other partners in those LLP's. It previously recognised these balances on a net basis, thus offsetting amounts owed to partners with amounts owed from other partners. This adjustment removes the impact of offsetting of these balances. There is no impact on reported net assets from this adjustment. (3) Whilst the Group has previously accounted for deferred tax on share-based payments based on the amount charged to the income statement, it has not recognised the impact of changes in the market value of the Group's equity and its impact on the deferred tax asset. This adjustment accounts for the impact of these market value changes, which are reflected as an increase directly in equity. (4) On admission to AQUIS in November 2022 the Group issued a warrant for 100,033 as part of the consideration for services received, which can be exercised at the admission price of £1.565 at any time between one and four years from admission. These warrants reflect an equity-settled share-based payment. The warrants have previously not been accounted for, and accordingly have now been recognised as an expense in the income statement and a credit to the share option reserve. The warrants have not been exercised by 31 March 2024. There is no tax impact from these warrants as no deduction is anticipated. (5) On adoption of IFRS it was identified that the Employee Benefit Trust ("EBT"), which owns a significant portion of the Group's ordinary share capital and which was established for the benefit of the employees of the Group, was not consolidated contrary to the requirements of FRS 102. Under IFRS 10, the EBT is also considered to be controlled by the Group due to the terms of the EBT. The Group has therefore recognised a prior year restatement to consolidate the EBT, which has reduced the reported profits of the Group, removed a receivable balance previously recognised by the Group, and introduced a new component of equity, termed as an own shares reserve. (6) The Group disclosed borrowings as non-current in the prior year, when these were repayable in August 2024. This adjustment reclassifies the borrowings as current liabilities. (7) The Group incorrectly capitalised an item in its prior year interim results, which has now been expensed. In the year end financial statements this same item was incorrectly disclosed as a separate item for adjusted EBITDA when it should have been included in normal administrative expenses. (8) During the analysis of the property, plant & equipment for the above adjustments, it was identified that costs included a payment that was not part of the property purchase. Instead, this was a loan to a director that was subsequently waived. (9) One classification of revenue has incorrectly been recognised as principal, whereas the nature of this revenue is that the Group acts as agent. An adjustment has therefore been recognised to offset the revenue and associated cost of sales to correctly reflect the Group's status as agent in this arrangement.
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