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Registration number: 12764474

Optimism Health Group Ltd

Annual Report and Consolidated Financial Statements

for the Period from 31 March 2023 to 28 March 2024

 

Optimism Health Group Ltd

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 9

Consolidated Profit and Loss Account

10

Consolidated Balance Sheet

11

Company Only Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Company Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 32

 

Optimism Health Group Ltd

Company Information

Directors

C E Noell

H J Pitman

M A Roberts

Registered office

Stirling House
10 Viscount Way
South Marston Industrial Estate
Swindon
SN3 4TN

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Optimism Health Group Ltd

Strategic Report for the period from 31 March 2023 to 28 March 2024

The directors are pleased to present their strategic report for the year ended 28 March 2024.

Business Review

During FY25 the company underwent a formal corporate restructuring with the company now holding 20% of Outside Clinic Ltd only.

The company is now effectively dormant with no commercial activity from FY25 onwards.

All commercial activity is now completely engaged with through Outside Clinic Limited.

Financial Review

FY24 was a challenging year for the group. Despite continued progress with OutsideClinic, developing its business model and scale of operations and further strengthening its management team, we saw weaker trading across the year as the business looked to integrate the new acquisitions into the core model.

We report the following results for the financial year:

• Revenue - £45.7 m (FY23: £40.6m)
• EBITDA pre-exceptional costs operating loss - £0.9m (FY23: £2.01m Operating loss)
• Operating loss - £3.8m (FY23: £4.2m)
• Net Debt (gross debt less cash) - £4.63m (FY23: £4.23m)
• Net assets - £6.2m (FY23: £9.67m)

The Board will use a range of performance measures to monitor and manage the growth of business in the medium to long term. These will include financial metrics such as: revenue growth, gross margins, EBITDA, cash conversion, net debt, and debt leverage covenant headroom. We will also review non-financial metrics, such as, recruitment and staff turnover.

The Board considers that the following are the Group’s principal risks and uncertainties.

NHS Income

A proportion of the group’s turnover is generated through the provision of NHS commissioned services and there is a risk that the structure of these provisions could change in some way that would adversely impact the group. The group has excellent relationships with the NHS and has a long history of delivering eye care at high clinical standards and as such is well placed to adapt to any changes.

Recruitment and retention of Optometrists and Audiologists

In the UK, there is a limited pool of only 14,800 Optometrists (of whom many work less than full time) and 1,400 Audiologists; there is much more demand than supply. Monthly surveys by the Recruitment & Employment Confederation (REC) continue to highlight that an Optometrist as being one of the hardest jobs for UK employers to fill. We see this as being a structural issue - historically there have been insufficient university places and too few graduates joining the profession.

We have been focussing on differentiating ourselves from other opticians and hearing companies - part of this by enhancing basic remuneration and developing our employee benefits package. We have also made considerable changes to enable flexible working practices.

We are currently strengthening our HR and recruitment teams to respond to the recruitment and retention challenge.

Information Technology/Cyber Risks

The Group is dependent on its technology systems to deliver its services. Our systems successfully coped with the switch to a remote operating model proving their effectiveness and resilience. We continue to invest in our cyber security capabilities.

Interest Rate Exposure

 

Optimism Health Group Ltd

Strategic Report for the period from 31 March 2023 to 28 March 2024

The Group is exposed to market risk arising from changing interest rates. We have fixed plus SONIA rate liabilities with one financial institution, with predictable monthly redemption payments and a long-term profile ranging from 15 to 25 years. The Bank of England has recently maintained base rates at 5.25% to combat the UK’s inflation.

Liquidity risk

The Group needs to manage the seasonality of trading and the working capital requirements of a growing business. The Group’s treasury function centrally co-ordinates relationships with banks, manages borrowing requirements and cash management.

Outside Clinic, a member of the group, has agreed bank covenants linked to EBITDA generation and minimum cash balances. The results presented to management for the two months to 31 May 2025 indicate that the group is ahead of forecasts against which covenants will be tested.. It is recognised however, that the company is at a relatively early stages of its turnaround plan, and there remains a risk that the company may fail to meet its required improvement targets and covenants.

Future Outlook

The business had a challenging start to FY24 both in Optics and Hearing due to a shortfall in revenue (due to macro-economic conditions and competitor landscape) and ongoing challenges with recruitment.

We have diversified the advertising mix to help generate new, cost effective, bookings to aid scheduling and productivity.

The group continued to generate an operating loss in the year to March 2025 and faced a cashflow deficit in December 2024. The Board appointed Interpath, a corporate restructuring specialist and underwent a court-sanctioned restructuring plan (“RP”) under Part 26A of the companies act 2006. This plan was successfully sanctioned on 28th March 2025. £2.1m of new shareholder equity was committed alongside the compromise of trade creditor and HMRC balances. Also, inter-company loans were written off. These actions have significantly improved the net asset balance sheet position of the company. The RP also included the conversion of £2m bank debt to an equity instrument and a reset of loan covenants.

Actual results for April and May show the group outperforming the group budget and is moving forward to a return to profitability.

We have confidence that we will see revenue growth in the full year, with growing profitability in FY25.
 

Approved by the Board on 25 June 2025 and signed on its behalf by:


H J Pitman
Director

 

Optimism Health Group Ltd

Directors' Report for the Period from 31 March 2023 to 28 March 2024

The directors present their report and the for the period from 31 March 2023 to 28 March 2024.

Directors of the company

The directors who held office during the period were as follows:

C E Noell

H J Pitman

M A Smith (resigned 8 December 2024)

A Wilmot-Sitwell (resigned 25 October 2024)

M A Roberts (appointed 4 September 2023)

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The group's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 16 to the financial statements.

In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosures regarding the adoption of the going concern basis of accounting.

Employment of disabled persons

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Employee involvement

The group's policy is to consult and discuss with employees, through regular operational meetings, matters likely to affect employees' interests.

Information on matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Important non adjusting events after the financial period

On 4 September 2024, Matrix Clinics Group Limited sold its share in Custom Vision Clinics Limited for a consideration of £2,287,000.

On 28 March 2025 the Group successfully completed a restructuring plan that was sanctioned by the High Court enabling a total of £5.9m overdue creditors to be written off, the Group also raised £2.1m through a rights issue of equity shares in OutsideClinic Limited.

The existing debt facility with the bank was also restructured, including the agreement of new covenants. In exchange for the portion of the loan that was written down, a special share was issued to the bank.

As part of the restructure plan and equity fundraise, Optimism Health Group Limited relinquished control of the group, which is now controlled by OutsideClinic Limited Shareholders. Optimism Health Group Limited principal activity is now a minority shareholder of the group.

 

Optimism Health Group Ltd

Directors' Report for the Period from 31 March 2023 to 28 March 2024

Going concern

Recent years have been challenging for the group following the acquisition and integration of new trading entities.

In the year ended March 2024, the group has incurred operating losses before exceptional costs, amortisation and depreciation of £0.9m (2023: loss of £2.0m) and has net current liabilities of £8.9m, which includes £5.8m of inter-company creditors.

The group continued to generate an operating loss the year to March 2025 and faced a cash flow deficit in December 2024. The Board appointed Interpath, a corporate restructuring specialist and underwent a court-sanctioned restructuring plan (“RP”) under Part 26A of the companies act 2006. This plan was successfully sanctioned on 28 March 2025. £2.1m of new shareholder equity was committed alongside the compromise of trade creditor and HMRC balances. Also, inter-company loans were written off. These actions have significantly improved the net asset balance sheet position of the group. The RP also included the conversion of £2m bank debt to an equity instrument and a reset of loan covenants.

The group has undertaken business model improvements and cost saving initiatives throughout 2024 and 2025 to improve the operating margin and is forecast to be profitable in the year to March 2026.

Following these restructuring activities the group has agreed bank covenants linked to EBITDA generation and minimum cash balances. These were set in accordance with the financial forecasts utilised in the RP. The results presented to management for the two months to 31 May 2025 indicate that the group is ahead of forecasts against which covenants will be tested. It is recognised however, that the group is at a relatively early stage of its turnaround plan, and there remains a risk that the group may fail to meet its required improvement targets and covenants. If covenant targets are not successfully achieved, this would require the group to renegotiate its lender covenants. The Directors consider that this represents a material uncertainty that could cast significant doubt over the group’s ability to continue as a going concern.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 25 June 2025 and signed on its behalf by:


H J Pitman
Director

 

Optimism Health Group Ltd

Statement of Directors' Responsibilities

The directors are responsible for preparing the Directors' Report, Strategic Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and of the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Optimism Health Group Ltd

Independent Auditor's Report to the Members of Optimism Health Group Ltd

Opinion

We have audited the financial statements of Optimism Health Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the period from 31 March 2023 to 28 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Only Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 28 March 2024 and of the group's loss for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty in relation to going concern
We draw attention to note 2 of the financial statements which indicates that there are uncertainties as to whether the group will be able to trade within committed financing facilities. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Optimism Health Group Ltd

Independent Auditor's Report to the Members of Optimism Health Group Ltd

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Optimism Health Group Ltd

Independent Auditor's Report to the Members of Optimism Health Group Ltd

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

25 June 2025

 

Optimism Health Group Ltd

Consolidated Profit and Loss Account for the Period from 31 March 2023 to 28 March 2024

Note

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Turnover

3

45,676

40,592

Cost of sales

 

(33,999)

(32,071)

Gross profit

 

11,677

8,521

Administrative expenses

 

(12,573)

(10,533)

Operating loss before exceptional items, amortisation and depreciation

4

(896)

(2,012)

Exceptional items

 

(815)

(686)

Amortisation

 

(1,570)

(1,012)

Depreciation

 

(525)

(451)

Operating loss after exceptional items, amortisation and depreciation

 

(3,806)

(4,161)

Interest payable and similar charges

6

(1,001)

(839)

Loss before tax

 

(4,807)

(5,000)

Taxation

10

(152)

1,131

Loss for the financial period

 

(4,959)

(3,869)

Profit/(loss) attributable to:

 

Owners of the company

 

(5,637)

(4,392)

Minority interests

 

678

523

 

(4,959)

(3,869)

The above results were derived from continuing operations.

 

Optimism Health Group Ltd

(Registration number: 12764474)
Consolidated Balance Sheet as at 28 March 2024

Note

28 March 2024
 £ 000

30 March 2023
 £ 000

Fixed assets

 

Intangible assets

11

10,542

12,024

Tangible assets

12

2,394

4,186

Investments

13

2,428

2,428

 

15,364

18,638

Current assets

 

Stocks

14

905

1,210

Debtors

15

4,411

3,672

Cash at bank and in hand

 

2,456

5,159

 

7,772

10,041

Creditors: Amounts falling due within one year

16

(16,677)

(18,659)

Net current liabilities

 

(8,905)

(8,618)

Total assets less current liabilities

 

6,459

10,020

Creditors: Amounts falling due after more than one year

16

(238)

(352)

Net assets

 

6,221

9,668

Capital and reserves

 

Called up share capital

19

6,294

3,584

Share premium reserve

5,389

5,661

Other reserves

5,316

5,316

Profit and loss account

(10,983)

(5,416)

Equity attributable to owners of the company

 

6,016

9,145

Minority interests

 

205

523

Total equity

 

6,221

9,668

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

H J Pitman
Director

 

Optimism Health Group Ltd

(Registration number: 12764474)
Company Only Balance Sheet as at 28 March 2024

Note

28 March 2024
 £ 000

30 March 2023
 £ 000

Fixed assets

 

Investments

13

625

20,513

Current assets

 

Debtors

15

1,081

3,022

Cash at bank and in hand

 

124

57

 

1,205

3,079

Creditors: Amounts falling due within one year

16

(7,066)

(9,056)

Net current liabilities

 

(5,861)

(5,977)

Net (liabilities)/assets

 

(5,236)

14,536

Capital and reserves

 

Called up share capital

19

6,294

3,584

Share premium reserve

5,389

5,661

Other reserves

5,316

5,316

Profit and loss account

(22,235)

(25)

Total equity

 

(5,236)

14,536

The company made a loss after tax for the financial period of £22,210,000 (2023 - loss after tax £783,000) .

Approved and authorised by the Board on 25 June 2025 and signed on its behalf by:
 

H J Pitman
Director

 

Optimism Health Group Ltd

Consolidated Statement of Changes in Equity for the Period from 31 March 2023 to 28 March 2024
Equity attributable to the parent company

Share capital
£ 000

Share premium
£ 000

Other reserve
£ 000

Profit and loss account
£ 000

Total
£ 000

Non- controlling interests
£ 000

Total equity
£ 000

At 31 March 2023

3,584

5,661

5,316

(5,416)

9,145

523

9,668

(Loss)/profit for the period

-

-

-

(5,637)

(5,637)

678

(4,959)

New share capital subscribed

2,498

-

-

-

2,498

-

2,498

Issue of bonus shares

212

(272)

-

-

(60)

-

(60)

Dividends

-

-

-

-

-

(926)

(926)

Adjustment to non-controlling interest

-

-

-

70

70

(70)

-

At 28 March 2024

6,294

5,389

5,316

(10,983)

6,016

205

6,221

Share capital
£ 000

Share premium
£ 000

Other reserves
£ 000

Profit and loss account
£ 000

Total
£ 000

Non- controlling interests
£ 000

Total equity
£ 000

At 31 March 2022

1,194

3,826

-

(284)

4,736

-

4,736

(Loss)/profit for the period

-

-

-

(4,392)

(4,392)

523

(3,869)

Dividends

-

-

-

(740)

(740)

-

(740)

New share capital subscribed

2,390

1,835

5,316

-

9,541

-

9,541

At 30 March 2023

3,584

5,661

5,316

(5,416)

9,145

523

9,668

 

Optimism Health Group Ltd

Company Statement of Changes in Equity for the Period from 31 March 2023 to 28 March 2024

Share capital
£ 000

Share premium
£ 000

Other reserves
£ 000

Profit and loss account
£ 000

Total
£ 000

At 31 March 2023

3,584

5,661

5,316

(25)

14,536

Loss for the period

-

-

-

(22,210)

(22,210)

New share capital subscribed

2,498

-

-

-

2,498

Issue of bonus shares

212

(272)

-

-

(60)

At 28 March 2024

6,294

5,389

5,316

(22,235)

(5,236)

Share capital
£ 000

Share premium
£ 000

Other reserves
£ 000

Profit and loss account
£ 000

Total
£ 000

At 31 March 2022

1,194

3,826

-

758

5,778

Loss for the period

-

-

-

(783)

(783)

New share capital subscribed

2,390

1,835

-

-

4,225

Other movements on reserves

-

-

5,316

-

5,316

At 30 March 2023

3,584

5,661

5,316

(25)

14,536

 

Optimism Health Group Ltd

Consolidated Statement of Cash Flows for the Period from 31 March 2023 to 28 March 2024

Note

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Cash flows from operating activities

Loss for the period

 

(4,959)

(3,869)

Adjustments to cash flows from non-cash items

 

Depreciation, amortisation and impairment

4

2,095

2,005

Loss on disposal of tangible assets

201

-

Finance costs

6

1,001

839

Income tax expense

10

152

(1,131)

 

(1,510)

(2,156)

Working capital adjustments

 

Decrease/(increase) in stocks

 

305

(389)

Increase in debtors

 

(1,253)

(421)

Increase in creditors

 

689

3,099

Cash generated from operations

 

(1,769)

133

Income taxes paid

 

(182)

(223)

Net cash flow from operating activities

 

(1,951)

(90)

Cash flows from investing activities

 

Acquisitions of tangible assets

(437)

(1,012)

Proceeds from sale of tangible assets

 

1,500

192

Acquisition of intangible assets

11

(88)

(85)

Net cash flows from investing activities

 

975

(905)

Cash flows from financing activities

 

Interest paid

 

(947)

(785)

Proceeds from issue of ordinary shares, net of issue costs

 

2,438

-

Repayment of borrowing

 

(2,292)

(627)

Proceeds from other borrowing

 

-

1,250

Proceeds from issue of convertible debt, net of issue costs

 

-

2,427

Dividends paid

(926)

(740)

Acquisition of subsidiaries net of cash acquired

 

-

2,757

Net cash flows from financing activities

 

(1,727)

4,282

Net (decrease)/increase in cash and cash equivalents

 

(2,703)

3,287

Cash and cash equivalents at 31 March

 

5,159

1,872

Cash and cash equivalents at 28 March

 

2,456

5,159

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Stirling House
10 Viscount Way
South Marston Industrial Estate
Swindon
SN3 4TN

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the group operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 28 March 2024.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £21,696,000 (2023 - £783,000).

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

Parent Company Guarantee

Optimism Health Group Limited has provided a guarantee in accordance with section 479A of the companies act 2006 to the below named subsidiaries to allow them to claim exemption from audit.

Matrix Clinics Group Limited (13379294)
Optimism Health Group II Limited (13920645)
OutsideClinic Services Limited (13770600)

Going concern

The last three years have been challenging for the Group following the integration of acquired trading entities and a difficult trading environment. For FY24, the group has incurred operating losses of £0.5m (2023: loss of £2.0m) and has net current liabilities of £8.4m as at 28th of March 2024.

The group has continued to generate an operating loss in FY25 and in December 2025 it was decided by the board to approach Interpath, a specialist consultancy, to engage a formal restructuring process.

The restructure plan was drawn up against the following liabilities: £4.6m of creditors, £1.3m of PAYE and a further £2.0m write down of novated bank debt.

On the 28th of March 2025, the restructuring plan was formally sanctioned by the High Court and these outstanding liabilities were written back to the balance sheet.

Further to the corporate restructuring process, there was an additional share capital raised via a preferred share issue that raised a further £2.1m at the end of FY25.

Further key initiatives that were implemented in FY25 to improve the operating margin were; exiting the care homes business and exiting unprofitable NHS audio contracts.

Following the successful restructure plan resulting in a much-strengthened balance sheet and successful implementation of key initiatives, the directors consider it appropriate for the financial statements to be prepared under the going concern basis. The financial statements do not contain any adjustments for the sanctioning of the restructuring plan.

Recent years have been challenging for the group following the acquisition and integration of new trading entities.

In the year ended March 2024, the group has incurred operating losses of £1.4m (2023: loss of £2.4m) and has net current liabilities of £8.1m, which includes £5.8m of inter-company creditors.

The group continued to generate an operating loss the year to March 2025 and faced a cash flow deficit in December 2024. The Board appointed Interpath, a corporate restructuring specialist and underwent a court-sanctioned restructuring plan (“RP”) under Part 26A of the companies act 2006. This plan was successfully sanctioned on 28 March 2025. £2.1m of new shareholder equity was committed alongside the compromise of trade creditor and HMRC balances. Also, inter-company loans were written off. These actions have significantly improved the net asset balance sheet position of the group. The RP also included the conversion of £2m bank debt to an equity instrument and a reset of loan covenants.

The group has undertaken business model improvements and cost saving initiatives throughout 2024 and 2025 to improve the operating margin and is forecast to be profitable in the year to March 2026
.
Following these restructuring activities the group has agreed bank covenants linked to EBITDA generation and minimum cash balances. These were set in accordance with the financial forecasts utilised in the RP. The results presented to management for the two months to 31 May 2025 indicate that the group is ahead of forecasts against which covenants will be tested. It is recognised however, that the group is at a relatively early stage of its turnaround plan, and there remains a risk that the group may fail to meet its required improvement targets and covenants. If covenant targets are not successfully achieved, this would require the group to renegotiate its lender covenants. The Directors consider that this represents a material uncertainty that could cast significant doubt over the group’s ability to continue as a going concern
 

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold property

Nil

Furniture, fittings and equipment

10% - 25% straight line and varying rates on cost

Business combinations

Business combinations are accounted for using the purchase method. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Development costs are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 10 years

Development costs

Straight line over 5 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the group is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

3

Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Depreciation expense

525

451

Amortisation expense

1,570

1,012

 

5

Exceptional items

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Exceptional

815

686

Exceptional costs in the current and prior year relate to redundancy costs and one-off professional fees.

 

6

Interest payable and similar expenses

31 March 2023 to 28 March 2024
£ 000

Year ended 30 March 2023
£ 000

Interest on bank overdrafts and borrowings

947

785

Amortisation of borrowing costs

54

54

1,001

839

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

7

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Wages and salaries

18,826

20,120

Social security costs

2,122

1,422

Pension costs, defined contribution scheme

778

572

21,726

22,114

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

31 March 2023 to 28 March 2024
 No.

Year ended 30 March 2023
 No.

Field

410

425

Administration

115

108

Dispensing

9

15

Management

10

6

544

554

The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:

31 March 2023 to 28 March 2024
 No.

Year ended 30 March 2023
 No.

Management

6

3

 

8

Directors' remuneration

The directors' remuneration for the period was as follows:

31 March 2023 to 28 March 2024
£ 000

Year ended 31 March 2023
£ 000

Remuneration

333

339

Contributions paid to money purchase schemes

12

-

345

339

In respect of the highest paid director:

31 March 2023 to 28 March 2024
£ 000

Year ended 30 March 2023
£ 000

Remuneration

150

153

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

9

Auditors' remuneration

31 March 2023 to 28 March 2024
£ 000

Year ended 30 March 2023
£ 000

Audit of these financial statements

47

53

Other fees to auditors

All other non-audit services

17

17

 

10

Taxation

Tax charged/(credited) in the profit and loss account

31 March 2023 to 28 March 2024
 £ 000

Year ended 30 March 2023
 £ 000

Current taxation

UK corporation tax

401

254

UK corporation tax adjustment to prior periods

312

(132)

713

122

Deferred taxation

Arising from origination and reversal of timing differences

(613)

(1,253)

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

52

-

Total deferred taxation

(561)

(1,253)

Tax expense/(receipt) in the income statement

152

(1,131)

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 19%).

The differences are reconciled below:

2024
£ 000

2023
£ 000

Loss before tax

(4,807)

(5,000)

Corporation tax at standard rate

(1,202)

(950)

Increase/(decrease) in UK and foreign current tax from adjustment for prior periods

312

(132)

Tax decrease from effect of capital allowances and depreciation

-

(11)

Effect of expense not deductible in determining taxable profit (tax loss)

742

(38)

Increase from tax losses for which no deferred tax asset was recognised

248

-

Deferred tax expense from unrecognised temporary difference from a prior period

52

-

Total tax charge/(credit)

152

(1,131)

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£ 000

Fixed asset timing differences

(531)

Short term timing differences

45

Losses

1,576

1,090

2023

Asset
£ 000

Fixed asset timing differences

(559)

Short term timing differences

148

Losses

1,189

778

Company

Deferred tax assets and liabilities

2023

Asset
£ 000

Losses

260

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

11

Intangible assets

Group

Goodwill
 £ 000

Development costs
 £ 000

Total
£ 000

Cost

At 31 March 2023

14,259

356

14,615

Additions

-

88

88

At 28 March 2024

14,259

444

14,703

Amortisation

At 31 March 2023

2,494

97

2,591

Amortisation charge

1,473

97

1,570

At 28 March 2024

3,967

194

4,161

Carrying amount

At 28 March 2024

10,292

250

10,542

At 30 March 2023

11,765

259

12,024

 

12

Tangible assets

Group

Land and buildings
£ 000

Furniture, fittings and equipment
 £ 000

Total
£ 000

Cost

At 31 March 2023

1,676

3,397

5,073

Additions

22

415

437

Disposals

(1,698)

(141)

(1,839)

At 28 March 2024

-

3,671

3,671

Depreciation

At 31 March 2023

-

887

887

Charge for the period

-

525

525

Eliminated on disposal

-

(135)

(135)

At 28 March 2024

-

1,277

1,277

Carrying amount

At 28 March 2024

-

2,394

2,394

At 30 March 2023

1,676

2,510

4,186

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

13

Investments

Group

2024
£ 000

2023
£ 000

Investments in subsidiaries

2,428

2,428

Company

2024
£ 000

2023
£ 000

Investments in subsidiaries

625

20,513

Subsidiaries

£ 000

Cost and carrying amount

At 31 March 2023

20,513

Impairment

(19,888)

At 28 March 2024

625

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

OutsideClinic Limited*

England and Wales

Ordinary

100%

100%

Surespecs Limited

England and Wales

Ordinary

100%

100%

Matrix Clinics Group Limited*

England and Wales

Ordinary

100%

100%

Visioncall Limited

Scotland

Ordinary

100%

100%

OutsideClinic JVP 08 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic Services Limited

England and Wales

Ordinary

100%

100%

OutsideClinic JVP 09 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 10 Limited

England and Wales

Ordinary

51%

51%

Community Eye Care Limited

England and Wales

Ordinary

100%

100%

Complete Community Care Limited

England and Wales

Ordinary

100%

100%

OutsideClinic JVP 11 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 01 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 12 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 02 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 13 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 03 Limited

England and Wales

Ordinary

51%

51%

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

OutsideClinic JVP 14 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 15 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 04 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 05 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 16 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 06 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 17 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 18 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 07 Limited

England and Wales

Ordinary

51%

51%

Optimism Health Group II Limited

England and Wales

Ordinary

100%

100%

OutsideClinic JVP 19 Limited

England and Wales

Ordinary

51%

51%

OutsideClinic JVP 20 Limited

England and Wales

Ordinary

51%

51%

The principal activity of OutsideClinic Limited is that of the supply of optical and hearing services to those individuals who, through infirmity or disability are unable to visit High Street practices without assistance.

The principal activity of Matrix Clinics Group Limited is specialists medical practice activities.

The principal activity of OutsideClinic JVP 13 Limited, OutsideClinic JVP 16 Limited and OutsideClinic JVP 17 Limited is that of dormant companies.

The principal activity of OutsideClinic JVP 01 Limited, OutsideClinic JVP 02 Limited, OutsideClinic JVP 03 Limited, OutsideClinic JVP 04 Limited, OutsideClinic JVP 05 Limited, OutsideClinic JVP 06 Limited, OutsideClinic JVP 07 Limited, OutsideClinic JVP 08 Limited, OutsideClinic JVP 09 Limited, OutsideClinic JVP 10 Limited, OutsideClinic JVP 11 Limited, OutsideClinic JVP 12 Limited, OutsideClinic JVP 14 Limited, OutsideClinic JVP 15 Limited, OutsideClinic JVP 18 Limited, OutsideClinic JVP 19 Limited and OutsideClinic JVP 20 Limited is the provision of optical services.

At the balance sheet date, *OutsideClinic Limited and Optimism Health Group II Limited are all directly held. All other entities disclosed above are indirectly held by OutsideClinic Limited except for Matrix Clinics Group Limited which is indirectly held via Optimism Health Group II Limited. After the balance sheet date, all companies are now indirectly held by Outsideclinic Limited.

**Matrix Surgical Limited, Visioncall Ireland Limited and Custom Vision Clinics Limited are indirectly held associates.Custom Vision Clinics Limited and Visioncall Ireland Limited shares were sold after the balance sheet date.

Caring Practice Wales Limited, Caring Practice North West Limited, Caring Practice East Midlands Limited, Caring Practice North East Limited, Caring Practice Midlands Limited, Caring Practice Essex Limited, Caring Practice South West Limited, Caring Practice Scotland Limited, Caring Practice Hampshire Limited, Caring Practice Southern Limited, Caring Practice Yorkshire Limited, Visioncall Group Limited, Visioncall Labs Holdings Limited, Visioncall Labs Limited and Surespecs Limited were all dissolved during the year.

Visioncall Limited, OutsideClinic Services Limited, Caring Practice Southern Limited, Visioncall Ireland Limited, Community Eye Care Limited and Complete Community Care Limited were all dissolved after the balance sheet date.

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

14

Stocks

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Finished goods and consumables

905

1,210

-

-

 

15

Debtors

 

Group

Company

28 March 2024
 £ 000

30 March 2023
 £ 000

28 March 2024
 £ 000

30 March 2023
 £ 000

Trade debtors

1,977

1,831

-

-

Amounts owed by group undertakings

-

-

1,076

2,753

Other debtors

139

47

5

9

Prepayments

1,205

1,016

-

-

Deferred tax assets

1,090

778

-

260

 

4,411

3,672

1,081

3,022

 

16

Creditors

   

Group

Company

Note

28 March 2024
 £ 000

30 March 2023
 £ 000

28 March 2024
 £ 000

30 March 2023
 £ 000

Due within one year

 

Loans and borrowings

17

6,753

9,034

6,622

8,903

Trade creditors

 

4,587

4,242

64

87

Amounts due to group undertakings

22

-

-

274

-

Social security and other taxes

 

585

1,280

-

-

Other creditors

 

1,597

1,103

1

-

Accruals and deferred income

 

2,754

2,746

105

66

Corporation tax liability

10

401

254

-

-

 

16,677

18,659

7,066

9,056

Due after one year

 

Loans and borrowings

17

238

352

-

-

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

17

Loans and borrowings

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Current loans and borrowings

Bank borrowings

6,622

8,903

6,622

8,903

Hire purchase contracts

131

131

-

-

6,753

9,034

6,622

8,903


 

 

Group

Company

2024
£ 000

2023
£ 000

2024
£ 000

2023
£ 000

Non-current loans and borrowings

Hire purchase contracts

238

352

-

-

Hire purchase contracts are secured on the assets to which they relate.

All bank borrowings are stated as current loans and borrowings above reflecting debt facility covenant terms in place at the balance sheet date. On 13 June 2023, a revised facility with new covenants was agreed which has the effect of extending repayment terms into future periods. Interest rates vary between 5.75% and 10% above SONIA. Since the balance sheet date and sanctioned under the restructuring plan, the bank borrowings have been novated to Outsideclinic Limited, a subsidiary of the company.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £778,000 (2023 - £572,000).

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

19

Share capital

Allotted, called up and fully paid shares

 

28 March 2024

30 March 2023

 

No. 000

£ 000

No. 000

£ 000

A1 Ordinary shares of £0.01 each

-

-

71,560

716

A2 Ordinary shares of £0.01 each

-

-

18,986

190

B2 Preferred shares of £0.01 each

132,900

1,329

132,900

1,329

C Ordinary shares of £0.01 each

-

-

42,422

424

B1 Preferred shares of £0.01 each

-

-

92,540

925

Ordinary shares of £0.01 each

496,518

4,965

-

-

 

629,418

6,294

358,408

3,584

New shares allotted
During the period 21,225,000 B1 preferred shares having an aggregate nominal value of £212,000 were allotted by way of a bonus issue, capitalising £212,000 of the company's share premium account. The further reduction in the share premium account relates to expenses on the bonus issue.

During the period, 205,976,000 Ordinary shares having an aggregate nominal value of £2,060,000 were allotted for an aggregate cash consideration of £2,060,000.

During the period, 43,809,000 Ordinary shares having an aggregate nominal value of £438,000 were allotted for an aggregate cash consideration of £438,000.

On 20 December 2023, the A1 ordinary, A2 ordinary, B1 preferred and C ordinary shares were reclassified as ordinary shares.

Rights, preferences and restrictions

The difference classes of shares referred to above carry separate rights to dividends and the order of distribution of return of capital.

 

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£ 000

2023
£ 000

Not later than one year

1,453

980

Later than one year and not later than five years

1,941

2,030

Later than five years

1,959

-

5,353

3,010

The amount of non-cancellable operating lease payments recognised as an expense during the period was £514,000 (2023 - £660,000).

 

Optimism Health Group Ltd

Notes to the Financial Statements for the Period from 31 March 2023 to 28 March 2024

 

21

Financial guarantee contracts

Group

At the balance sheet date, the group was bound by an intra-group cross guarantee amounting to £6,709,000 (2023 - £9,002,000) in respect of bank debt with other members of the group headed by Optimism Health Group Limited.

 

22

Related party transactions

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.
 

 

23

Non adjusting events after the financial period

On 4 September 2024, Matrix Clinics Group Limited sold its share in Custom Vision Clinics Limited for a consideration of £2,287,000.

On 28 March 2025 the Group successfully completed a restructuring plan that was sanctioned by the High Court enabling a total of £5.9m overdue creditors to be written off, the Group also raised £2.1m through a rights issue of equity shares in OutsideClinic Limited.

The existing debt facility with the bank was also restructured, including the agreement of new covenants. In exchange for the portion of the loan that was written down, a special share was issued to the bank.

As part of the restructure plan and equity fundraise, Optimism Health Group Limited relinquished control of the group, which is now controlled by OutsideClinic Limited Shareholders. Optimism Health Group Limited principal activity is now a minority shareholder of the group.

 

24

Parent and ultimate parent undertaking

These financial statements are available upon request from Companies House.

 The ultimate controlling party is the shareholders of OutsideClinic Limited, at the date of signing. Please refer to note 23 for further details.