1.     Company information

One Health Group PLC ("One Health Group", the "Group") is a public company domiciled and incorporated in England and Wales. The registered office is 131 Psalter Lane, Sheffield, South Yorks, S11 8UX. The consolidated interim financial statements of the One Health Group for the periods ended 30 September 2024 and 2023 include One Health Group PLC and all of its subsidiaries.

The principal activity of the One Health Group is that of the provision of surgical facilities and associated healthcare.

2.     Accounting policies

The accounting polices applied in the preparation of these consolidated interim financial statements are set out below. These policies have been consistently applied in the periods presented to the One Health Group, unless otherwise stated.

2.1 Basis of preparation

These interim financial statements present the financial track record of One Health Group Plc, as a group, for the two financial periods ended 30 September 2024 and 2023. This has been prepared in accordance with the requirements of  UK adopted international accounting standards, subject to the disclosures made in note 2.4.

The consolidated interim financial statements have been prepared under the historical cost convention, except for investment properties that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. One Health Group has elected to measure freehold property owned at the transition date at fair value on that date and have taken this as deemed cost.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, One Health Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

The consolidated interim financial statements are presented in Pound Sterling and all values are rounded to the nearest £1 except when otherwise indicated.

These interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

The preparation of the interim financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires  One Health Group management to exercise judgment in applying One Health Group's accounting policies.

The financial information has been prepared and approved by the directors in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom ("UK"). IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted in the UK that are in effect as at 30 September 2024 ("Adopted IFRS"). The policies set out below have been applied consistently throughout all the periods presented to items considered material to the consolidated financial information.

In preparing the interim financial statements, the Group has elected to use the following optional transitional exemptions:

·      IFRS 1.18 D5 relating to deemed cost and has measured freehold property owned at the transition date at fair value on that date and have taken this as deemed cost in these accounts.

·      IFRS 1.D9DB(a), D9B(b), D9D(b) and D9D(e), which permit the Group to not recognise a right of use asset and associated lease liability for the same property on transition, on the grounds that it was confirmed as short-term shortly after the date of transition.

These interim financial statements do not meet the disclosure requirements of IFRS 1 for the first time adoption of IFRS's. Such information and disclosures will be provided in full in future financial statements prepared by the Group. The impact on of the transition on reported results for all periods is provided in note 12.

2.2 Going concern

The interim financial statements have been prepared on a going concern basis, which assumes that One Health Group will continue in operational existence for the foreseeable future.

The directors have prepared detailed profit and cash flow forecasts for One Health Group for a period to September 2026. Based on this review, the directors consider One Health Group to have sufficient resources to continue trading for a period of at least 12 months from the date of approval of the financial statements, being able to meet its liabilities as and when they fall due.

2.3 Revenue

One Health Group applies IFRS 15 'Revenue from contracts with customers'. Under IFRS 15, One Health Group applies the 5-step method to identify contracts with its customers, determine performance obligations arising under those contracts, set an expected transaction price, allocate that price to the performance obligations, and then recognises revenues as and when those obligations are satisfied.

Provision of medical and clinical services, specialist treatments and diagnostics

Service revenue is recognised in accordance with the transfer of value to the customer after each treatment, consultation or operation. Value and control are transferred when surgery, consultation or other medical procedures are performed, which means that revenue is recognised at a point in time on the day in which the treatment occurs.

Sale of medical implants

Goods are supplied under contracts where the key performance criteria for One Health Group are the provision of such implants for the provision of their services. The fair value of the revenue, being the price per unit net of volume discounts and sales taxes, is recognised as revenue at the point of transfer of control to the customer. Control transfers at the point of physical delivery to the medical facility.

2.4 Adoption of International Financial Reporting Standards ("IFRS")

The financial information has been prepared and approved by the Directors in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom ("UK"). IFRS comprise standards and interpretations approved by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC") as adopted in the UK that are in effect as at 30 September 2024 ("Adopted IFRS"). Policies have been applied consistently throughout all the periods presented to items considered material to the consolidated interim financial statements.

 In preparing these financial statements, the Group's opening statement of financial position was prepared as at 1 April 2023. The Group's date of transition to IFRS was 1 April 2022, which will be reported separately in future financial statements. These interim financial statements are not intended to achieve full compliance with the transitional requirements of IFRS 1, although a statement of financial position as at the date of transition of 1 April 2023 has been presented in note 12.

The Group's annual financial statements to 31 March 2024 were audited under the predecessor reporting standard, FRS 102. These results include a prior year restatement to those reported results along with adjustments arising from the adoption of IFRS. As at the date of approval of these interim financial statements these adjustments have not been audited, although the underlying FRS 102 accounting was approved in an audit report signed by Gerard Edelman LLP on 21 June 2024.

3.     Directors' remuneration

4.     Adjusted EBITDA

The consolidated income statement has presented adjusted earnings before interest, tax, depreciation, and amortisation, and the revaluation of investment property ("EBITDA"). It further presents "Adjusted EBITDA" which is EBITDA but further removing additional non-cash and non-recurring items including share-based payments, discretionary bonus payments by the EBT to employees and directors, and other non-recurring costs as a group, which are not relevant to the underlying cash generation of the business.

The EBT-settled employee bonuses are shown separately on the grounds that these are paid from restricted cash, subject to approval by the EBT trustees as opposed to the Group itself and are paid based on the performance of the Group by reference to EBITDA.

5.     Taxation on profit on ordinary activities

The tax charge is analysed as follows:

Reconciliation of effective tax charge

The current tax charge for the period is different from the prevalent rate of corporation tax in the UK.

The tax rates applicable in these periods are those stated above and were determined by reference to corporation tax legislation enacted or substantively enacted at the year-end.

6.     Earnings per share

Adjusted Earnings per share

The Directors use adjusted earnings before non-recurring costs and share-based payment expenses. This creates an Alternative Performance Measure which the Directors believe reflects a fair estimate of ongoing profitability and performance. The calculated adjusted earnings for the current period of accounts is as follows:

7.     Property, plant and equipment

8.     Investment property

Investment property relates to a 100% share (2023: 100%) in residential properties on the site of the Group's head offices. The valuations at 31 March 2024 were undertaken by Eddisons, Chartered Surveyors on an open market basis. Local trends and property data was used in forming their conclusion of the value of the property. The Directors have not obtained a professional valuation of the property at either interim reporting date, although they are not aware of any material changes to the previous valuation at either date.

9.     Trade and other receivables

The Group recognises receivables owed by members of the trading LLP's of which it controls and is a member. The balances represent amounts owed in respect of advances in excess of profit shares withdrawn by other members of the LLP's, where the profits constitute services provided to the Group.

10.  Trade and other payables

The Group recognises liabilities owed to members of the trading LLP's of which it controls and is a member. The balances represent amounts owed in respect of undrawn profits to other members, which constitute services provided to the Group.

11.  Contingent liability

During early April 2023, One Health was subject to an incident which restricted access to certain of its IT systems for a limited period. Following an immediate digital forensic review, One Health received assurance that no data was lost or removed as a result of the incident. Notification has recently been made to the ICO and the NHS. The impact of the notification is subject to uncertainty, preventing the Group from disclosing the financial effect (if any).

12.  Transitional adjustments and effects of prior year adjustments