Half-year Report

One Health Group PLC

20 December 2024

 

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                                                                                               [phone]

Emma Earl, Will Goode, Mark Rogers,

Joshua Borlant, Rupert Dearden

Square1 Consulting                                                                                             [phone]

David Bick                                                                                                              [phone]

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 period		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 equipment (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)		41,790	(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	-		-	392,048
Revaluation reserve (1,8)		208,583	(56,435)		(123,228)	28,920
Share option reserve (3,4)		182,628	44,361		-	226,989
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.

 

END