The directors present the strategic report for the period ended 31 March 2025.
League Topco was incorporated on 17 June 2024.
On 19 July 2024 the Group acquired the entire share capital of L3 Essence Limited and its subsidiary undertakings via an indirect subsidiary League Bidco Limited for £28.9m which was funded through a combination of Latus entities external bank debt, shareholder debt in the form of Loan Notes and equity.
On 18 October 2024 a subsidiary, Latus Group Bidco Limited, acquired the entire share capital of OH Services Limited for £2.6m which was funded through a combination of shareholder debt in the form of Loan Notes, cash and deferred consideration.
On 14 March 2025 a subsidiary, Latus Group Bidco Limited, acquired the entire share capital of Centreline Aviation Medical Services Limited for £3.9m which was funded through a combination of external bank debt, shareholder debt in the form of Loan Notes and deferred consideration.
Through the combination of the above acquisitions, League Topco and its subsidiary undertakings (the “Latus Group”) is a leading provider of health surveillance, occupational health and wellbeing services in the UK and Ireland to corporates, universities and government.
The Latus Group Revenue for its initial 8.5 months trading period ending 31 March 2025 was £16.1m and an Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA) of £2.4m.
The Directors are pleased with the overall performance across this initial trading period with the performance reflecting a combination of the trading of the businesses acquired and the growth in these company’s post-acquisition.
This performance is achieved through Latus Group continuing to develop its existing customer relationships, renewing existing contracts and winning a significant number of new customers across multiple sectors and a range of services.
Latus Group has invested £0.5m in its operating platform across software development, IT and plant and equipment to support the business and enhance the services provided to our customers. Alongside this capital investment Latus Group invests in its people which is reflected in it holding the Great Place to Work Accreditation.
Latus Group uses a range of KPIs at a sales and operational level that reflect the specific service to provide insight to management. At the group board level, the focus is on financial KPIs such as (a) Revenue; (b) Gross Margin; (c) EBITDA and EBITDA Margin; and (d) Operating Generation and Free Cash Generation before funding & acquisition.
The KPIs for the initial trading period are shown in the table below and these are monitored and reviewed monthly as part of the group’s reporting and governance structure.
At the end of the financial period Latus Group had significant cash (£1.7m) and an acquisition facility of £9.3m that was entered into in April 2025 that allows the group to continue to meet its objectives.
Latus Group have established governance and quality programmes that are monitored at the board and senior leadership team level monthly. The principal risks identified by Latus Group and how these are mitigated are:
Service Delivery
The business is subject to several regulations that it must meet, provide appropriate medical care for its customers and meet the service levels commitments and expectations of our customers. Failure to meet these could lead to reputational damage, financial losses and loss of customers.
Latus Group has an established governance and compliance framework to ensure this remains a key priority across the business that is monitored at a board and senior leadership team level monthly. Likewise, there are established processes, procedures and service levels that are in place to ensure service standards are met.
This is further supported by the business has robust onboarding and auditing of suppliers and recruitment, training and monitoring of staff.
This is reflected in Latus Group holding external accreditation ISO9001 (Quality Management), ISO14001 (Environmental Management), SSIP Safe Contractor Approved and one of the subsidiary undertakings holding the SEQOHS occupational health accreditation.
IT and Data Security
As with other businesses there is a risk of cyber-attack and data breaches and loss. This risk can be increased through the misuse of sensitive customer data when using of AI in the delivery of the services.
The business has invested in its IT and Data security with established policies, controls and processes in place with regular staff training across IT Security and data, including the AI. This is reflected in Latus Group holding the external accreditations Cyber Essentials plus and ISO27001.
Recruitment & retention of staff
The need to recruit and retain staff is key to the business being able to deliver its services and adhere to the contractual and regulatory requirements and avoid reputational damage as well as continue to grow.
Latus Group have a well-established and robust recruitment and onboarding process to attract talent. Review of staff remuneration combined with ongoing training and proactive staff engagement help retain and develop our talent as well as identify and develop our future leaders. This is reflected in Latus Group holding the Great Place to Work Accreditation.
Latus Group services are highly valued by our customers which leads to a resilient market that is underpinned by regulatory and legislative frameworks. As a result, the dynamics within our market remain positive with sustained increasing demand.
Latus Group is committed to improving workers health through the high quality of our service delivery to our customers combined with both improving and expanding the services offered by the group.
Through our current proposition combined with the investment in acquisitions, our platforms, processes, services and staff, Latus Group is well positioned to benefit from the ongoing expansion and consolidation of the health surveillance and occupational health markets in the UK and Ireland.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Sumer Auditco Limited were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company 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 parent 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 then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom 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 group and parent 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 parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent 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 parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of League Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
We identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the trade;
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company;
We assessed the extent of compliance with the laws and regulations considered above through making enquiries of management; and
Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by;
Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risks of fraud through management bias and override controls, we:
Performed analytical procedures to identify any unusual or unexpected relationships;
Tested journal entries to identify unusual transactions;
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
Investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
Agreeing financial statement disclosures to underlying supporting documentation;
Reading the minutes of meetings of those charged with governance;
Enquiring of management as to actual and potential litigation and claims; and
Discussions with senior management regarding relevant regulations and reviewing the company's legal and professional fees.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director's and other management and the inspection of regulatory and legal correspondence.
As part of our audit, we addressed the risk of management override of internal controls, including testing of journals and review of the nominal ledger. We evaluated whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the period was £3,089.
League Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Hull Sports Centre, Chanterlands Avenue, Hull, East Yorkshire, United Kingdom, HU5 4EF.
The group consists of League Topco Limited and all of its subsidiaries.
The Group's first financial statements are for a short period to 31 March 2025. This is to align its first financial statements with the year end date of its main subsidiary group. Future periods are expected to run annually to 31 March.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company League Topco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
In assessing the group’s and parent’s company ability to continue as a going concern, the directors have considered the liquidity position and reviewed the cash flow forecasts for the group for the foreseeable future.
The directors have a reasonable expectation that the group and parent company has adequate resources to continue in operation and meet its liabilities as they fall due for the next twelve months from the date of approval of these financial statements. In making this assessment the Directors have considered the headroom available on the debt facility combined with the expected level of cash generation of the Group over the next twelve months.
As such at the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors adopt the going concern basis of accounting in preparing the financial statements.
Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.
When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Monte-Carlo model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
When the group acts as a lessor, a lease is classified as a finance lease whenever it transfers substantially all the risks and rewards of ownership of the underlying asset to the lessee, either at the end of the lease term or for the major part of the economic life of the asset. All other leases are classified as operating leases. If an arrangement contains both lease and non-lease components, the group allocates the consideration in the contract to the two elements.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
The Directors determine the point from which it is appropriate to recognise an intangible asset for development costs incurred in respect of new software. In doing so, the directors have considered whether the various recognition criteria required by FRS 102 have been met, in particular the reliable measurement of costs directly attributable to the development, the technical feasibility of the project, the availability of the necessary resources to complete the product development, and the existence of a suitable market to buy the finished project.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
The amounts recognised as the fair value of intangible assets, and their associated useful lives, is a key estimate. Details of the calculation of these fair values is provided in note 25.
Share-based payments represent the fair value of certain classes of equity shares acquired, where ownership of these is inseparable from ongoing employment with the Group. Details of the inputs to the model are provided in note 22, with the key input being assumed volatility of 30%.
Management judgement is required (for the Company) in determining the recoverability of intercompany loans in order to appropriately recognise the recoverability across the Group. This includes an estimate of cashflows resulting from trading in various group companies, which may differ to actual outcomes.
Determining the point at which it is appropriate to recognise an intangible asset for development costs incurred in respect of new products. In doing so the directors have considered whether the various recognition criteria required by FRS102 have been met, in particular the reliability measurement of costs directly attributable to the development, the technical feasibility of the project, the availability of the necessary resources to complete the product development, and the existence of a suitable market to buy the finished product.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
In addition to the above, which is the amount charged to the profit and loss account in respect of employees, a further £237,974 of employment costs has been capitalised as an intangible asset in respect of internally generated intangible assets.
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 5.
The number of directors who are entitled to receive shares under long term incentive schemes during the period was 5.
One Director is remunerated via the management charge paid to a related party, as shown in note 28. The element comprising director's remuneration cannot be readily separated from this amount.
The actual (credit)/charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
Details of goodwill and intangible assets acquired in business combinations is provided in note 25.
Details of the company's subsidiaries at 31 March 2025 are as follows:
The registered office of all above-named companies is Hull Sports Centre, Chanterlands Avenue, Hull, HU5 4EF.
League Topco Limited has provided a guarantee in accordance with section 479C of the Companies Act 2006, which permits its wholly-owned subsidiary OH Services Limited (company number 04061633, registered in England & Wales), to not obtain audits of its individual financial statements for the period ended 31 March 2025. By guaranteeing these debts, the subsidiary has relied on the exemption not to have its individual accounts audited, in accordance with section 479A of the Companies Act 2006.
Trade debtors are stated net of a provision for irrecoverability of £630,155.
Amounts owed by group undertakings are interest free and repayable on demand. However, due to the lack of free cash resources in the counterparty it is unlikely that this can practically be paid within one year and therefore the Company has presented this debtor as being due in more than one year.
Hire purchase agreements are secured on the assets to which they relate.
Other creditors includes £2,005,434 of deferred consideration arising on the acquisition of OH Services Limited and Centreline Aviation Medical Services Limited, as detailed in note 25. Amounts fall contractually due for repayment within 12 months of the balance sheet date. Both balances incur interest at 10% per annum.
Bank loans and debenture loans are secured by way of a fixed and floating charge over the assets of the Group and Company. Details of these instruments is provided in note 18.
Both the bank loans and debenture loans are secured by way of a fixed and floating charge over all assets of the Group and Company.
Bank loans represent amounts advanced under a Senior Finance Agreements ("SFA") as part of the funding to create the Group. Interest is variable and paid at a margin above the Bank of England base rate, where the margin is determined by reference to the relevant SFA and also by reference to the net leverage of the Group each month. The margin varies from 3.50% to 4.75%. Amounts drawn at the year end are repayable in full in July 2030. The bank loan liability is stated net of arrangement fees of £371,635, which are being expensed over the expected life of the loan.
Debenture loans represent amounts payable to management and to NorthEdge Capital, both shareholders of the Group. Interest is payable on the loan notes at a rate of 12% per annum, with such interest being compounded on a quarterly basis under a Payment In Kind ("PIK") arrangement. Amounts are expected to be repaid only on a subsequent sale of the business, which at the year end is not expected to take place within 12 months of the balance sheet date and accordingly has been presented as a long term liability.
The following are the major deferred tax liabilities and assets recognised by the group and company:
Details of amounts incepted on business combinations are provided in note 25.
Deferred tax balances are expected to substantially unwind in more than one year.
There exists unutilised tax losses of approximately £772,000 which are recognised as deferred tax assets. The losses do not expire.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. Amounts outstanding to be paid to the scheme at the year end are £37,944.
The Group has three classes of shares which qualify as share-based payments by virtue of their linkage to ongoing employment. During 2025, 10,000 B3 Ordinary shares, 30,000 C1 Ordinary shares, and 55,000 C2 Ordinary shares were issued to certain employees of the Group, as shown in note 23. The weighted average fair value of those instruments at the measurement date was £4.38. The shares are in issue and no further share options are in place.
The fair value of the awards was determined using a variant of the Black-Scholes as applied to breakpoints at certain value thresholds. The key inputs into the model were:
Grant date: 19 July 2024
Expected life: 5 years
Risk-free rate: 4.1%
Dividend yield: 0%
Expected volatility: 30.0%
Equity value: As per the acquisition of Latus (see note 25).
The total charge to the profit and loss account during the period was £39,401.
On incorporation, one A ordinary £1 share was issued at par value.
On 19 July 2024, the Company issued all remaining share classes for total consideration of £98,499.
The share classes have the following rights:
A ordinary shares
B1 ordinary shares
B2 ordinary shares
B3 ordinary shares
C1 ordinary shares
C2 ordinary shares
The share premium represents the excess of share issue proceeds over the nominal value, less any issue costs.
Share based payment reserve
The share based payment reserve represents the cumulative fair value of share-based payments charged to the profit and loss account, in respect of share based payment schemes which are in place at the year end.
Profit and loss reserves
The profit and loss account represents profits or losses after dividends paid and other adjustments.
On 19 July 2024 the group acquired 100% of the issued share capital of L3 Essence Limited and its subsidiaries ("Latus Entities").
Latus Entities were the core business acquired by the Group and provides the main portion of its trade. It represents an established occupational healthcare business and as such the primary fair value adjustments recognised relate to intangible assets acquired with the business but not previously recognised by the Latus Entities as these were internally generated. The intangible assets are:
1. Customer relationships with value £5,380,000. These were valued using a multi-period excess earnings method, using an implied high growth rate in years 1-5, a long term inflationary growth rate of 2%, and a customer attrition rate estimated at around 10% reducing balance year on year. A discount rate of 13.5% was applied to the asset. This asset has an estimated useful life of 13 years.
2. Internally developed technology platform with value £4,624,000. This was valued on a replacement cost basis including a developer markup of 25% as a key assumption. A discount rate of 13.7% was used in valuing this asset. This asset has an estimated useful life of 5 years.
3. The Latus brand name with value £3,807,000. This was valued using a relief from royalty method, with key inputs being a royalty rate of 3.0%, a discount rate of 13.7%, and an expected life of 10 years,
Deferred tax was recognised at 25% on the above fair value adjustments. Residual goodwill represents the premium paid to obtain control of the business, with no operational synergies expected. This is estimated to have a useful life of 10 years.
Residual goodwill is amortised over its estimated useful life of 10 years.
On 18 October 2024 the group acquired 100% of the issued capital of OH Services Limited ("OHS").
OHS is a small bolt-on acquisition for the Latus Group. The fair value adjustment recognised is for customer relationships with value £752,000, which were valued using a growth rate of 2%, a discount rate of 17.7%, and which have a useful life of 6 years. Residual goodwill is estimated to have a useful life of 5 years, with no specific synergies being forecast.
In addition, OHS held a property on its balance sheet which was at depreciated historic cost, which has been revalued to estimated open market value by reference to a third party valuation specialist.
Residual goodwill is amortised over its estimated useful life of 5 years.
On 14 March 2025 the group acquired 100% of the issued capital of Centreline Aviation Medical Services Ltd ("Centreline").
Centreline is a specialist provider of aviation medial and health support services, with its acquisition being to open a strategic new market for the Group. Its primary fair value adjustments are:
1. Property valuation of £900,000. Centreline held a property at depreciated historic cost on its balance sheet, which has been revalued to open market value by reference to a third party valuation report provided by a specialist.
2. Customer relationships of £1,598,000. These include an initial assumption of 12.5% growth rate, tending to a 2% long term inflationary growth rate, a 6.5% attrition rate, and a useful life of 11 years. The discount rate applied to the asset is 15.9%.
3. The Centreline brand with value £161,000. This includes an assumption of a 3.0% royalty rate and a 16.4% discount rate, with a useful life of 5 years.
Residual goodwill predominantly relates to a premium paid to acquire control of the business, with no specific synergies anticipated. Residual goodwill is amortised over its estimated useful life of 10 years.
The Group rents a number of premises and operational facilities.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
On 3 April 2025 the Group acquired 100% of the ordinary share capital of Peritus Health Management Limited for consideration of approximately £2.5 million. The acquisition represents a business combination.
On 11 February 2026 the Group acquired 100% of the ordinary share capital of Euro Environmental Limited for consideration of approximately £2.4 million. The acquisition represents a business combination.
On 30 April 2026 the Group acquired 100% of the ordinary share capital of Cirrus Environmental Solutions Limited for consideration of approximately £1.4 million. The acquisition represents a business combination.
In the opinion of the Directors, the key management personnel of the Group are identical to the Directors of the Group. Details of remuneration paid to Directors is provided in note 6.
During the period the group entered into the following transactions with related parties:
Interest is accruing on loan notes held by related parties, with terms on these loan notes disclosed in note 18.
The following amounts were outstanding at the reporting end date:
The acquisition of the Latus Entities, as detailed in note 25, included a significant portion of consideration payable to former shareholders who are now Directors of the Group.
An entity with control, joint control or significant influence over the Company and Group received fees of £589,209 in the period.
As part of the Group's primary business combination, it acquired a number of deal-related costs and bonuses which were settled subsequent to the business combination completing. The Group has reflected these as Investing cashflows on the basis that they do not form part of the Operating cashflows shown above; given the nature of these they are shown as a separate cashflow on the Group Statement of Cash Flows.
Details of acquisition balances are provided in note 25. Other non-cash changes relates to the unwinding of arrangement fees which are netted off the loans for financial reporting purposes. The accrual of interest represents amounts paid in kind ("PIK") and rolled into the principle on the loan, as opposed to being paid in cash.