Registration number:
for the
Year Ended 28 March 2025
OutsideClinic Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
OutsideClinic Limited
Company Information
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Directors |
H J Pitman N P Wingate C E Noell D A Ritter M A Roberts |
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Registered office |
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Auditors |
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OutsideClinic Limited
Strategic Report for the Year Ended 28 March 2025
The directors present their strategic report together with the audited financial statements of OutsideClinic Limited (the "Company") and its subsidiaries (the "Group") for the year ended 28 March 2025.
Principal activity
Established in 1987, the principal activity of the group is the provision of domiciliary healthcare across the UK.
The Group is one the UK’s leading providers of eye tests and hearing tests in customer’s homes and community settings, supporting those who find it difficult to access traditional high street practices or prefer the convenience of a homecare service.
OutsideClinic has developed a healthcare platform, with a large and growing database of customers, which will enable the company to offer other complementary clinical services to this 75+ age demographic.
Business review and key financial performance indicators
The financial results for the year reflect a period of transformation. Following a phase of acquisition-led growth and integration activity, the Group has strengthened its management team and prioritised focus on improving operating profit margins alongside maintaining its reputation for exceptional clinical and customer care.
On 28 March 2025 the Group successfully completed a restructuring plan that was sanctioned by the High Court. This enabled a significant balance of creditor and loan balances to be written off. Alongside this, the group also raised £2.1m from existing shareholders, through a Rights Issue of equity shares. The resulting balance sheet improvement presented on pg. 11 positions the Group in a stronger financial position, which when combined with recent operational restructuring and divestment from less profitable activities, means the directors are confident of increasing operating profit and profit margins in future years.
The results for the year, which are set out in the profit and loss account, show turnover of £41.1m (2024 - £45.5m), an operating loss before amortisation and depreciation of £2.6m (2024 - loss of £0.7m) and Net Proft of £0.8m (2024 – loss of £2.1m) . At 28 March 2025, the group had net assets of £1.8m (2024 - net liabilities of £2.1m).
The Board use a range of performance measures to monitor and manage the growth of business in the medium to long term. These include financial metrics such as: revenue growth, gross margins, EBITDA, cash conversion, net debt, and debt leverage covenant headroom. We also review non-financial metrics, such as revenue per clinician, utilisation and productivity %, customer feedback scores, recruitment and staff turnover.
Principal risks and uncertainties
The Board considers that the following are the Group’s principal risks and uncertainties:
Regulatory compliance & Adherence to healthcare standards
A proportion of the company’s turnover is generated through the provision of NHS commissioned services and there is a risk that the structure and pricing of these contracts could change in a way that would adversely impact the company. The Company 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.
Economic pressure
The UK economy is currently facing economic pressure from slow growth, unemployment increasing, persistent inflation and tightening fiscal conditions. As a result, inflationary increases to staffing costs, stock and equipment purchase, and low consumer confidence place pressure on operating margins. The retail sector is subdued, and the consumer is sensitive to the cost-of-living pressures. The group monitors performance and forecasts closely, alongside regular pricing reviews to ensure its services remain competitive. Since Optical and Hearing services are less discretionary and strong customer retention exists from a loyal customer base who are typically recalled every year or two years, and the NHS subsidise test fees, the Group is less affected than certain industries.
Workforce availability
Recruitment and retention of qualified optometrist and audiologists. In the UK, there is a limited pool of only 16,000 Optometrists (of whom many work less than full time) and 4,000 Audiologists; there is much more demand than supply.
The Group has been focussing on differentiating ourselves from other opticians and hearing companies by enhancing basic remuneration, investing in training and professional development, and improving our employee benefits package. We have also made considerable changes to enable flexible working practices.
OutsideClinic Limited
Strategic Report for the Year Ended 28 March 2025
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
The Group is exposed to market risk arising from changing interest rates relating primarily to its fixed rate plus SONIA rate liabilities with one financial institution, with predictable monthly redemption payments.
Liquidity and financing risk
The Group needs to manage the seasonality of trading and the working capital requirements to pay for goods and staff salaries required to operate. The Group’s primary sources of financing are utilising its cash reserves, the recent shareholder equity fundraising, its long term loan borrowing from its principle lender bank, and from suppliers by way of trade credit. Customer sales are almost entirely paid at the point of the test,. The group centrally co-ordinates relationships with banks, manages borrowing requirements and cash management. Forecasts for the foreseeable future show the company is able to operate comfortably within its existing loan covenant requirements.
Future Outlook
Following a period of restructuring and organisational change, the Directors remain focused on the continued growth and development of the Group. The company will maintain its focus on improved margins, by strengthening its position as the UK’s leading domiciliary healthcare provider by expanding geographic coverage, growing its number of clinicians and offering additional products and services to its growing customer base.
Approved by the
Director
OutsideClinic Limited
Directors' Report for the Year Ended 28 March 2025
The directors present their report and the for the year ended 28 March 2025.
Directors of the company
The directors who held office during the year were as follows:
Results and Dividends
The profit for the year is set out on page 10 and amounted to £0.8m (2024: (loss £2.1m).
The directors do not recommend the payment of a dividend to OutsideClinic Ltd shareholders (2024: nil dividend).
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.
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.
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 15 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.
Matters covered in the Strategic report
The principal risks and uncertainties, key financial performance indicators and future outlook are covered in the Strategic report.
OutsideClinic Limited
Directors' Report for the Year Ended 28 March 2025
Going concern
The directors have assessed the Group’s ability to continue as a going concern, taking into account the marked improvement in gross margin, trading profits and cash flows achieved in the first eight months of the current financial year, following the successful sanction of the Restructure Plan by the courts in March 2025 described in the Strategic Report.
Updated profit and loss projections demonstrate a continued profit and cash growth trajectory, which benefits from the full year effect of the Group’s strategic decisions in 2025 to exit less profitable care home and NHS audiology activities, together with further cost efficiencies arising from head office role restructuring.
In December 2025, the Group agreed revised terms with its lender, including the removal of an EBITDA covenant and a reset of the minimum cash and debt service covenants, alongside the injection of a short term shareholder loan, improving financial flexibility. The directors have considered the potential impact of an unexpected downturn in revenue compared to projected levels. While a reasonable reduction in revenue could occur, the group has identified alternative measures that can be implemented to ensure compliance with covenant requirements. These measures provide flexibility to manage short-term fluctuations.
Having considered recent historical trading performance, projected increase in trading profits and cash flows, and the revised facilities in place, the directors conclude that the Group has sufficient resources to meet its obligations as they fall due for at least twelve months from the date of approval of these financial statements and therefore continue to adopt the going concern basis of preparation.
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
Director
OutsideClinic Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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 company and of the group 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.
OutsideClinic Limited
Independent Auditor's Report to the Members of OutsideClinic Limited
Opinion
We have audited the financial statements of OutsideClinic Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 March 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, 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 2025 and of the group's profit for the year 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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
OutsideClinic Limited
Independent Auditor's Report to the Members of OutsideClinic Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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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.
OutsideClinic Limited
Independent Auditor's Report to the Members of OutsideClinic Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. 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:
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• |
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; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
OutsideClinic Limited
Consolidated Profit and Loss Account for the Year Ended 28 March 2025
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Note |
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Other operating income |
|
- |
|
|
Operating loss before amortisation and depreciation |
( |
( |
|
|
Amortisation |
(520) |
(395) |
|
|
Depreciation |
(632) |
(611) |
|
|
Exceptional income/(costs) |
5,107 |
(574) |
|
|
Operating profit/(loss) |
1,383 |
(2,321) |
|
|
Interest payable and similar charges |
( |
( |
|
|
Profit/(loss) before tax |
|
( |
|
|
Taxation |
( |
|
|
|
Profit/(loss) for the financial year |
|
( |
|
|
Profit/(loss) attributable to: |
|||
|
Owners of the company |
|
( |
|
|
Minority interests |
|
|
|
|
|
( |
The above results were derived from continuing operations.
The group has no recognised gains or losses for the year other than the results above.
OutsideClinic Limited
(Registration number: 02788492)
Consolidated Balance Sheet as at 28 March 2025
|
Note |
28 March 2025 |
28 March 2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
3,569 |
2,232 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets/(liabilities) |
|
( |
|
|
Total assets less current liabilities |
|
( |
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
- |
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
|
( |
|
|
Minority interests |
|
|
|
|
Total equity |
|
( |
Approved and authorised by the
Director
OutsideClinic Limited
(Registration number: 02788492)
Balance Sheet as at 28 March 2025
|
Note |
28 March 2025 |
28 March 2024 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Stocks |
|
|
|
|
Debtors |
|
|
|
|
Cash at bank and in hand |
2,888 |
1,658 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
|
( |
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net assets/(liabilities) |
|
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
- |
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
|
( |
The company made a profit after tax for the financial year of £51,000 (2024 - loss of £4,256,000).
Approved and authorised by the
Director
OutsideClinic Limited
Consolidated Statement of Changes in Equity for the Year Ended 28 March 2025
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
|
At 29 March 2024 |
|
- |
|
( |
( |
|
( |
|
Profit for the year |
- |
- |
- |
|
|
|
|
|
Dividends |
- |
- |
- |
- |
- |
( |
( |
|
New share capital subscribed |
|
|
- |
- |
|
- |
|
|
Other share capital movements |
- |
- |
- |
- |
|||
|
Adjustment to non-controlling interest |
- |
- |
- |
( |
( |
|
- |
|
At 28 March 2025 |
|
|
|
( |
|
|
|
|
Share capital |
Capital redemption reserve |
Revaluation reserve |
Profit and loss account |
Total |
Non- controlling interests |
Total equity |
|
|
At 31 March 2023 |
|
|
|
|
|
|
|
|
(Loss)/profit for the year |
- |
- |
- |
( |
( |
|
( |
|
Dividends |
- |
- |
- |
- |
- |
( |
( |
|
Transfers |
- |
- |
(110) |
110 |
- |
- |
- |
|
Adjustment to non-controlling interest |
- |
- |
- |
|
|
( |
- |
|
At 28 March 2024 |
|
|
- |
( |
( |
|
( |
OutsideClinic Limited
Statement of Changes in Equity for the Year Ended 28 March 2025
|
Share capital |
Share premium |
Capital redemption reserve |
Revaluation reserve |
Profit and loss account |
Total |
|
|
At 29 March 2024 |
|
- |
|
- |
( |
( |
|
Profit for the year |
- |
- |
- |
- |
|
|
|
New share capital subscribed |
|
|
- |
- |
- |
|
|
At 28 March 2025 |
|
|
|
- |
( |
|
|
Share capital |
Share premium |
Capital redemption reserve |
Revaluation reserve |
Profit and loss account |
Total |
|
|
At 31 March 2023 |
|
- |
|
|
|
|
|
Loss for the year |
- |
- |
- |
- |
( |
( |
|
Transfers |
- |
- |
- |
(110) |
110 |
- |
|
Adjustment recognised on hive up |
- |
- |
- |
- |
(825) |
(825) |
|
At 28 March 2024 |
|
- |
|
- |
( |
( |
OutsideClinic Limited
Consolidated Statement of Cash Flows for the Year Ended 28 March 2025
|
Note |
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Cash flows from operating activities |
|||
|
Profit/(loss) for the year |
|
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Loss on disposal of tangible assets |
- |
|
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
( |
|
|
Foreign exchange gains/losses |
|
|
|
|
Non-cash exceptional items |
(5,967) |
- |
|
|
( |
( |
||
|
Working capital adjustments |
|||
|
Decrease in stocks |
|
|
|
|
Decrease in trade debtors |
|
|
|
|
Increase in trade creditors |
|
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
- |
|
|
|
Acquisition of intangible assets |
- |
( |
|
|
Acquisition of subsidiaries (net of cash acquired) |
|
- |
|
|
Net cash flows from investing activities |
( |
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of shares |
|
- |
|
|
Dividends paid |
( |
( |
|
|
Net cash flows from financing activities |
|
( |
|
|
Net increase in cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at 29 March |
|
|
|
|
Cash and cash equivalents at 28 March |
3,569 |
2,232 |
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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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 2025.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial period of £51,000 (2024 - loss of £4,256,000).
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.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
Parent Company Guarantee
OutsideClinic 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.
OutsideClinic JVP 01 Limited (13813795)
OutsideClinic JVP 02 Limited (13815432)
OutsideClinic JVP 03 Limited (13815424)
OutsideClinic JVP 04 Limited (13903845)
OutsideClinic JVP 05 Limited (13903876)
OutsideClinic JVP 06 Limited (13903901)
OutsideClinic JVP 07 Limited (13903975)
OutsideClinic JVP 08 Limited (14093131)
OutsideClinic JVP 09 Limited (14083148)
OutsideClinic JVP 10 Limited (14118168)
OutsideClinic JVP 11 Limited (14150392)
OutsideClinic JVP 12 Limited (14143429)
OutsideClinic JVP 13 Limited (14143343)
OutsideClinic JVP 14 Limited (14144609)
OutsideClinic JVP 15 Limited (14144653)
OutsideClinic JVP 16 Limited (14144678)
OutsideClinic JVP 17 Limited (14144748)
OutsideClinic JVP 18 Limited (14157618)
OutsideClinic JVP 19 Limited (14159145)
OutsideClinic JVP 20 Limited (14157818)
Matrix Clinics Group Limited (13379294)
Optimism Health Group II Limited (13920645)
Outsideclinic Services Limited (13770600)
Going concern
The directors have assessed the Group’s ability to continue as a going concern, taking into account the marked improvement in gross margin, trading profits and cash flows achieved in the first eight months of the current financial year, following the successful sanction of the Restructure Plan by the courts in March 2025 described in the Strategic Report.
Updated profit and loss projections demonstrate a continued profit and cash growth trajectory, which benefits from the full year effect of the Group’s strategic decisions in 2025 to exit less profitable care home and NHS audiology activities, together with further cost efficiencies arising from head office role restructuring.
In December 2025, the Group agreed revised terms with its lender, including the removal of an EBITDA covenant and a reset of the minimum cash and debt service covenants, alongside the injection of a short term shareholder loan, improving financial flexibility. The directors have considered the potential impact of an unexpected downturn in revenue compared to projected levels. While a reasonable reduction in revenue could occur, the group has identified alternative measures that can be implemented to ensure compliance with covenant requirements. These measures provide flexibility to manage short-term fluctuations.
Having considered recent historical trading performance, projected increase in trading profits and cash flows, and the revised facilities in place, the directors conclude that the Group has sufficient resources to meet its obligations as they fall due for at least twelve months from the date of approval of these financial statements and therefore continue to adopt the going concern basis of preparation.
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.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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 consolidated 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.
Intangible assets
Development costs are initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
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.
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 |
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.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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.
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.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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
Classification
Recognition and measurement
Impairment
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.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Revenue |
The analysis of the group's turnover for the year from continuing operations is as follows:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Rendering of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
UK |
|
|
The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.
|
Operating profit |
Arrived at after charging
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Operating lease expense - other |
1,773 |
1,709 |
|
Exceptional items |
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Exceptional income/(costs) |
5,605 |
(541) |
Exceptional income in the current year relates to the write off of specific creditor balances agreed as part of a court-approved restructure plan implemented during the year, strategic restructuring costs and one-off professional fees.
Exceptional costs in the prior year relate to redundancy costs and one-off professional fees.
|
Interest payable and similar expenses |
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Interest expense on other finance liabilities |
|
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Field |
|
|
|
Administration |
|
|
|
Dispensing |
|
|
|
Management |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
86 |
165 |
|
Auditors' remuneration |
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Audit of these financial statements |
47 |
48 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Taxation |
Tax charged/(credited) in the profit and loss account
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
- |
|
|
|
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
- |
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
(208) |
|
Total deferred taxation |
- |
( |
|
Tax expense/(receipt) in the income statement |
|
( |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
Year ended 28 March 2025 |
31 March 2023 to 28 March 2024 |
|
|
Profit/(loss) before tax |
|
( |
|
Corporation tax at standard rate |
|
( |
|
Increase in UK and foreign current tax from adjustment for prior periods |
- |
|
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
|
Effect of revenues exempt from taxation |
( |
- |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Increase from tax losses for which no deferred tax asset was recognised |
|
- |
|
Deferred tax credit from unrecognised temporary difference from a prior period |
- |
( |
|
Total tax charge/(credit) |
|
( |
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
Losses |
|
|
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
Losses |
|
|
|
Company
Deferred tax assets and liabilities
|
2025 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
Losses |
|
|
|
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
Losses |
|
|
|
|
Intangible assets |
Group
|
Goodwill |
Development costs |
Negative Goodwill |
Total |
|
|
Cost |
||||
|
At 29 March 2024 |
|
|
- |
|
|
Additions |
- |
- |
( |
( |
|
At 28 March 2025 |
|
|
( |
|
|
Amortisation |
||||
|
At 29 March 2024 |
|
|
- |
|
|
Amortisation charge |
|
|
- |
|
|
At 28 March 2025 |
|
|
- |
|
|
Carrying amount |
||||
|
At 28 March 2025 |
|
|
( |
|
|
At 28 March 2024 |
|
|
- |
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
Company
|
Goodwill |
Development costs |
Total |
|
|
Cost |
|||
|
At 29 March 2024 and at 28 March 2025 |
|
|
|
|
Amortisation |
|||
|
At 29 March 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
At 28 March 2025 |
|
|
|
|
Carrying amount |
|||
|
At 28 March 2025 |
|
|
|
|
At 28 March 2024 |
|
|
|
|
Tangible assets |
Group
|
Furniture, fittings and equipment |
|
|
Cost |
|
|
At 29 March 2024 |
|
|
Additions |
|
|
Disposals |
( |
|
At 28 March 2025 |
|
|
Depreciation |
|
|
At 29 March 2024 |
|
|
Charge for the period |
|
|
At 28 March 2025 |
|
|
Carrying amount |
|
|
At 28 March 2025 |
|
|
At 28 March 2024 |
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
Company
|
Furniture, fittings and equipment |
|
|
Cost |
|
|
At 29 March 2024 |
|
|
Additions |
|
|
At 28 March 2025 |
|
|
Depreciation |
|
|
At 29 March 2024 |
|
|
Charge for the period |
|
|
At 28 March 2025 |
|
|
Carrying amount |
|
|
At 28 March 2025 |
|
|
At 28 March 2024 |
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ 000 |
|
Cost and carrying amount |
|
|
At 29 March 2024 |
|
|
Additions |
|
|
At 28 March 2025 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group 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 |
||||
|
2025 |
2024 |
||||||
|
Subsidiary undertakings |
|||||||
|
|
England and Wales |
|
|
|
|||
|
|
Scotland |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
Northern Ireland |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
||||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
|
|
England and Wales |
|
|
|
|||
The principal activity of OutsideClinic Services Limited and Visioncall Ireland Limited is the provision of optical and audiology services.
The principal activity of Matrix Clinics Group Limited is specialists medical practice activities.
The principal activity of Optimism Health Group II Limited is that of an intermediary holding company.
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 and 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 and OutsideClinic JVP 18 Limited, OutsideClinic JVP 19 Limited and OutsideClinic JVP 20 Limited is the provision of optical services.
The principal activity of Visioncall Limited, Community Eye Care Limited, Complete Community Care LimitedSurespecs Limited, OutsideClinic JVP 13 Limited, OutsideClinic JVP 15 Limited, OutsideClinic JVP 16 Limited and OutsideClinic JVP 17 Limited is that of dormant companies.
Visioncall Limited, Surespecs Limited, Community Eye Care Limited and Complete Community Care Limited were all dissolved during the year.
*Visioncall Ireland Limited is noted as an associate rather than subsidiary.
All investments are directly held, except for Matrix Clinics Limited which is held by Optimism Health Group Limited.
|
Business combinations |
On
Optimism Health Group II Limited and Matrix Clinics Group Limited contributed £nil revenue and £nil to the group's profit for the period between the date of acquisition and the Balance Sheet date.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Fair value |
|
|
Assets and liabilities acquired |
|
|
Financial assets |
|
|
Financial liabilities |
( |
|
Total identifiable assets |
|
|
Goodwill |
( |
|
Total consideration |
2 |
|
Satisfied by: |
|
|
Equity instruments |
|
|
Cash flow analysis: |
|
|
Less: cash and cash equivalent balances acquired |
|
|
|
|
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
|
Stocks |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Finished goods and consumables |
|
|
|
|
|
Debtors |
|
Group |
Company |
||||
|
Note |
28 March 2025 |
28 March 2024 |
28 March 2025 |
28 March 2024 |
|
|
Trade debtors |
|
|
|
|
|
|
Amounts owed by related parties |
|
- |
|
- |
|
|
Other debtors |
|
|
|
|
|
|
Prepayments |
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|
||
Within other debtors is £200,000 which relates to deferred consideration receivable following Matrix Clinics Group Limited sale of its share in Custom Vision Clinics Limited on 4 September 2024.
As part of the restructuring plan during the year, amounts owed by connected companies of £5.6m were formally written off and are included as part of exceptional items.
|
Creditors |
|
Group |
Company |
||||
|
Note |
28 March 2025 |
28 March 2024 |
28 March 2025 |
28 March 2024 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
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Amounts due to group undertakings |
- |
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Social security and other taxes |
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Outstanding defined contribution pension costs |
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Other creditors |
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Accrued expenses |
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Corporation tax liability |
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- |
- |
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Due after one year |
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Loans and borrowings |
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As part of the restructuring plan implemented during the year, specific creditor balances were formally written off. This included £1.26 million owed to HMRC, £5.4 million of trade creditor balances, and £6.0 million of intercompany creditor balances. These write-offs have been recognised within the exceptionals line in the profit and loss account.
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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Loans and borrowings |
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Group |
Company |
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2025 |
2024 |
2025 |
2024 |
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Current loans and borrowings |
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Hire purchase contracts |
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Group |
Company |
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2025 |
2024 |
2025 |
2024 |
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Non-current loans and borrowings |
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Bank borrowings |
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- |
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- |
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Hire purchase contracts |
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Hire purchase contracts are secured on the assets to which they relate.
On 28 March 2025 the Group successfully completed a restructuring plan that was sanctioned by the High Court meaning that the existing debt facility at this date was novated from Optimism Health Group Limited to OutsideClinic Limited. In exchange for the portion of the loan that was written down, a special share was issued to the bank. At the balance sheet date, bank borrowings outstanding amounted to £3,418,000 which are repayable in full by November 2027, through monthly payments starting April 2026. The bank borrowings attract interest at SONIA plus 5.75% per annum.
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Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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Share capital |
Allotted, called up and fully paid shares
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2025 |
2024 |
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No. 000 |
£ 000 |
No. 000 |
£ 000 |
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12 |
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10 |
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41 |
- |
- |
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- |
- |
- |
- |
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New shares allotted
On 26 March 2025, 190,000 ordinary shares having an aggregated nominal value of £2,000 were allotted for an aggregate consideration of £2,000 via a share for share exchange with the former parent company.
On 31 March 2025, 4,068,000 ordinary preferred shares having an aggregated nominal value of £41,000 were allotted for an aggregate consideration of £2,136,000.
On 31 March 2025, the company allotted one special share with a nominal value of £1 in exchange for the formal release of £2,000,000 of bank debt, subject to certain conditions requiring repayment upon the occurrence of a defined relevant event. Based on the directors’ assessment of the likelihood of such an event occurring, the fair value of the special share has been determined to be £2,000,000. Accordingly, the excess over nominal value has been recognised as share premium.
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Obligations under leases and contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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Later than one year and not later than five years |
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Later than five years |
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Company
Operating leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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Later than one year and not later than five years |
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Later than five years |
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Dividends |
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28 March 2025 |
28 March 2024 |
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Dividends paid |
1,079 |
926 |
OutsideClinic Limited
Notes to the Financial Statements for the Year Ended 28 March 2025
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Related party transactions |
Company
Summary of transactions with key management
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Parent and ultimate parent undertaking |
These financial statements are available upon request from Companies House.
Up until 27 March 2025 the ultimate controlling party was Optimism Health Group Limited, incorporated in England and Wales.
At the balance sheet date, the ultimate controlling party is