Company registration number 08307617 (England and Wales)
EYE HOSPITALS GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
EYE HOSPITALS GROUP LIMITED
COMPANY INFORMATION
Directors
L Gravalos Soria
(Appointed 25 June 2024)
V Leal Espi
(Appointed 25 June 2024)
Secretary
Devorah Walter
Company number
08307617
Registered office
96 Bristol Road
Birmingham
B5 7XJ
Auditor
Gravita II LLP
Aldgate Tower
2 Leman Street
London
E1 8FA
EYE HOSPITALS GROUP LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group statement of comprehensive income
7
Group statement of financial position
8
Company statement of financial position
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 28
EYE HOSPITALS GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 1 -

The directors present their strategic report for the year ended 30 June 2024.

Review of the Business

Following the impact of the Covid-19 pandemic on the Group in 2020 and following the advice of insolvency practitioners, the director put one of the Group’s subsidiaries, Optimax Clinics Limited, into a Company Voluntary Arrangement with a proposed term of 48 months. This was approved by the Company’s creditors on 27 November 2020.

 

During the current accounting period, Optimax Clinics Limited satisfied all conditions of the Company Voluntary Arrangement.

 

The Group is actively pursuing growth in turnover through the increase in the volume of treatments offered, as well as continued projects to provide a wider range of third party access to clinic facilities.

Principal risks and uncertainties

The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors and loans to the Group. The main purpose of these instruments is to raise funds for and the finance of the Group's operations.

 

In respect of trade debtors, the credit risk is managed through policies concerning the credit offered to the customers and regular monitoring of amounts outstanding for both time and credit limits.

 

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding.

 

Trade creditors are managed in respect of liquidity risk by ensuring that sufficient funds are available to meet amounts when they fall due.

 

The loan balance represents long term loans, primarily from fellow group company Clinica Baviera S.A. The liquidity risk is managed by ensuring that sufficient funds are available to meet the agreed repayment dates.

Key performance indicators

The key financial highlights are as follows:

 

 

 

2024

2023

 

 

 

 

£

£

Turnover

 

 

 

12,887,570

14,758,029

GP margin

 

 

 

47%

50%

Operating loss)/profit

 

 

 

(3,403,137)

11,582,281

On behalf of the board

Mr V Leal Espi
Director
20 January 2025
EYE HOSPITALS GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activities of the group are the provision of laser eye surgery and lens replacement surgery treatments.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature were as follows:

R K Ambrose
(Resigned 25 June 2024)
L Gravalos Soria
(Appointed 25 June 2024)
V Leal Espi
(Appointed 25 June 2024)
Future developments

On 25 June 2024, the Company’s parent, Eye Hospitals Group Limited, was acquired by Clinica Baviera UK, S.L. (former Castellana Intermediación Sanitaria S.L.), a company incorporated in Spain. This Society is part of the world's leading ophthalmology group AIER Eye, based in Changsa (China). This acquisition allows Optimax to join an international group with a presence on several continents and more than 100 clinics in Europe, as well as providing financial and economic support to grow and develop the business in the UK.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

EYE HOSPITALS GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
On behalf of the board
Mr V Leal Espi
Director
20 January 2025
EYE HOSPITALS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF EYE HOSPITALS GROUP LIMITED
- 4 -
Opinion

We have audited the financial statements of Eye Hospitals Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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).

In our opinion the financial statements:

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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group and parent company's ability to continue as a going concern.

 

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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

EYE HOSPITALS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EYE HOSPITALS GROUP LIMITED
- 5 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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 Auditors' 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.

 

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. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

The extent to which the audit was considered capable of detecting irregularities including fraud

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:

 

EYE HOSPITALS GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF EYE HOSPITALS GROUP LIMITED
- 6 -

We assessed the susceptibility of the group's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

 

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 directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment by for example forgery, or intentional misrepresentations or through collusion. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

 

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 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.

Sarah Wilson FCA (Senior Statutory Auditor)
For and on behalf of Gravita II LLP
21 January 2025
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
EYE HOSPITALS GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 7 -
2024
2023
Notes
£
£
Turnover
3
12,887,570
14,758,029
Cost of sales
(6,875,174)
(7,436,336)
Gross profit
6,012,396
7,321,693
Administrative expenses
(7,671,631)
(7,575,144)
Other operating income
4,500
5,000
Waiver of director's loans in Optimax
4
-
0
11,305,444
Waiver of director's loans in Ultralase
4
-
0
525,288
Goodwill amortisation
4
(1,748,402)
-
0
Operating (loss)/profit
5
(3,403,137)
11,582,281
Interest receivable and similar income
9
99
953
Interest payable and similar expenses
10
(371,695)
(532,097)
(Loss)/profit before taxation
(3,774,733)
11,051,137
Tax on (loss)/profit
11
-
0
-
0
(Loss)/profit for the financial year
26
(3,774,733)
11,051,137
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
EYE HOSPITALS GROUP LIMITED
GROUP STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 June 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
13
-
0
1,971,597
Tangible assets
14
1,459,828
1,788,141
1,459,828
3,759,738
Current assets
Debtors
17
2,094,230
2,139,218
Cash at bank and in hand
572,174
575,953
2,666,404
2,715,171
Creditors: amounts falling due within one year
18
(2,817,075)
(4,890,743)
Net current liabilities
(150,671)
(2,175,572)
Total assets less current liabilities
1,309,157
1,584,166
Creditors: amounts falling due after more than one year
19
(2,504,260)
(1,002)
Provisions for liabilities
Provisions
22
802,241
753,385
(802,241)
(753,385)
Net (liabilities)/assets
(1,997,344)
829,779
Capital and reserves
Called up share capital
25
2,000
2,000
Other reserves
26
445,691
445,691
Profit and loss reserves
26
(2,445,035)
382,088
Total equity
(1,997,344)
829,779

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 20 January 2025 and are signed on its behalf by:
20 January 2025
Mr V  Leal Espi
Director
Company registration number 08307617 (England and Wales)
EYE HOSPITALS GROUP LIMITED
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 June 2024
- 9 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
15
1,002
1,002
Current assets
Debtors
17
2,000
2,000
Net current assets
2,000
2,000
Total assets less current liabilities
3,002
3,002
Creditors: amounts falling due after more than one year
19
(1,002)
(1,002)
Net assets
2,000
2,000
Capital and reserves
Called up share capital
25
2,000
2,000

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company did not trade during the current year or previous period.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 20 January 2025 and are signed on its behalf by:
20 January 2025
Mr V  Leal Espi
Director
Company registration number 08307617 (England and Wales)
EYE HOSPITALS GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 10 -
Share capital
Other reserves
Profit and loss reserves
Total
£
£
£
£
Balance at 1 July 2022
2,000
816,839
(11,040,197)
(10,221,358)
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
11,051,137
11,051,137
Transfers
-
(371,148)
371,148
-
Balance at 30 June 2023
2,000
445,691
382,088
829,779
Year ended 30 June 2024:
Loss and total comprehensive income
-
-
(3,774,733)
(3,774,733)
Contributions received
-
-
947,610
947,610
Balance at 30 June 2024
2,000
445,691
(2,445,035)
(1,997,344)
EYE HOSPITALS GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
Share capital
£
Balance at 1 July 2022
2,000
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
Balance at 30 June 2023
2,000
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
Balance at 30 June 2024
2,000
EYE HOSPITALS GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
31
(2,810,467)
13,695,792
Interest paid
(371,695)
(532,097)
Net cash (outflow)/inflow from operating activities
(3,182,162)
13,163,695
Investing activities
Purchase of tangible fixed assets
(158,879)
(946,561)
Interest received
99
953
Net cash used in investing activities
(158,780)
(945,608)
Financing activities
Proceeds from borrowings
2,479,010
-
Repayment of borrowings
-
(11,955,170)
Contributions received
947,610
-
Payment of finance leases obligations
(89,457)
111,614
Net cash generated from/(used in) financing activities
3,337,163
(11,843,556)
Net (decrease)/increase in cash and cash equivalents
(3,779)
374,531
Cash and cash equivalents at beginning of year
575,953
201,422
Cash and cash equivalents at end of year
572,174
575,953
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 13 -
1
Accounting policies
Company information

Eye Hospitals Group Limited (“the company”) is a limited company incorporated in England and Wales. The registered office and principal place of business is 96 Bristol Road, Birmingham, B5 7XJ.

 

The group consists of Eye Hospitals Group Limited and all of its subsidiaries.

1.1
Accounting convention

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 have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company did not trade during the current year or previous period.

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 £.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Eye Hospitals Group Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 30 June 2024. 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.

1.3
Going concern

The group had net liabilities amounting to £1,997,344 (2023: net assets of £829,779) at the balance sheet date and consequently, is reliant on the ongoing financial support of the group.

 

Following its acquisition of the group, Clinica Baviera has put in place a new management team and formulated a clear and feasible turnaround plan for the business. Clinica Baviera is committing financial and management resources into improving Ultralase's operations and financial performance, as well as ensuring sufficient funding during the turnaround period.

 

With this support, the directors are confident the group remains a going concern and have prepared the accounts on the going concern basis.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
1.4
Turnover

Turnover represents amounts receivable for medical services rendered net of trade discounts. Turnover is recognised at the time when the medical services are performed.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is between 5 and 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Land and buildings Leasehold
Over the length of the lease
Plant and machinery
25% reducing balance
Fixtures, fittings & equipment
25-33% reducing balance

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 income statement.

The assets residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

1.7
Impairment of fixed assets

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.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -

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.

1.8
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and comprise cash in hand and at bank.

1.9
Financial instruments

The group has chosen to apply the provisions of Section 11 ‘Basic Financial Instruments’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position 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

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.

Impairment of financial assets

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.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
Derecognition of financial assets

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.

Classification of financial liabilities

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 and loans from the director 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 receipts 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.10
Equity instruments

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.

1.11
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

 

Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision in measured at present value the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

 

Following patient treatments, there are a number of additional costs to be incurred once the results of the treatments have been reassessed. The provision is expected to be fully utilised over a period of time in accordance with the age profile of the patients.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.12
Employee benefits

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.

1.13
Retirement benefits

The company operates a defined contribution scheme for the benefit of its employees. Contributions payable are charged to the profit and loss account in the year they are payable.

1.14
Leases

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 statement of financial position 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.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

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.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty

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.

Goodwill

The directors assess goodwill for impairment at the year end. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

Provisions

Provisions are recognised when the group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. This obligation may be legal or constructive deriving from regulations, contracts, normal practices or public commitments that lead third parties to reasonably expect that the group will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outflow of resources required to settle the obligation, taking into account all available information.

 

No provision is recognised if the amount of liability cannot be estimated reliably. In this case, the relevant information is disclosed in the notes to the financial statements.

 

Given the uncertainties inherent in the estimates used to determine the amount of provision, actual outflows of resources may differ from the amounts recognised originally on the basis of the estimates.

3
Turnover and other revenue

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

4
Exceptional item
In 2023, the director agreed to waive loans of £11,305,444 in Optimax Clinics Limited and £525,288 in Ultralase Eye Clinics Limited, creating a total credit of £11,830,732 to the group statement of comprehensive income. These amounts were inclusive of notional interest.
Following acquisition of the group in June 2024, the directors considered that the goodwill, associated with the Ultralase brand, was impaired and, as a result, have made full provision against that balance in these accounts. The charge to the group statement of comprehensive income for this impairment, amounts to £1,748,402.
5
Operating (loss)/profit
2024
2023
£
£
Operating (loss)/profit for the year is stated after charging:
Exchange losses
3,899
1,889
Depreciation of owned tangible fixed assets
487,192
529,185
Amortisation of intangible assets
223,195
223,195
Impairment of intangible assets
1,748,402
-
0
Operating lease charges
484,429
660,667
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 19 -
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,000
7,500
Audit of the financial statements of the company's subsidiaries
72,000
59,000
81,000
66,500
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

2024
2023
Number
Number
Nurses & Clinic
85
89
Administration
43
51
128
140

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
4,189,047
4,181,152
Social security costs
409,405
412,795
Pension costs
99,158
179,578
4,697,610
4,773,525
8
Directors' remuneration
2024
2023
£
£
Company pension contributions to defined contribution schemes
-
43,750

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to nil(2023 - 1).

9
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
99
953
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
10
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
-
96
Other interest on financial liabilities
-
371,148
-
371,244
Other finance costs:
Other interest
371,695
160,853
Total finance costs
371,695
532,097
11
Taxation

The main rate of UK corporation tax changed with effect from 1 April 2023 from 19% to 25% for profits over £50,000. For the year to 30 June 2023, this created a hybrid rate of 20% for the group.

 

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(3,774,733)
11,051,137
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.00%)
(943,683)
2,210,227
Tax effect of expenses that are not deductible in determining taxable profit
49,921
45
Depreciation on assets not qualifying for tax allowances
121,798
105,837
Amortisation on assets not qualifying for tax allowances
55,799
44,638
Capital allowances
(51,920)
(217,089)
Tax losses
237,129
132,922
Loan relationship credits
104,226
(2,309,678)
Loan relationship debits
(3,534)
53,715
Other adjustments
(6,836)
(20,617)
Impairment losses
437,100
-
Taxation charge
-
-

The group has estimated losses of £10.4m (2023: £9m) available for carry forward against future trading profits.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 21 -
12
Impairments
2024
2023
Notes
£
£
In respect of:
Goodwill
13
1,748,402
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the income statement.

 

Further details are provided in note 4.

13
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 July 2023 and 30 June 2024
7,858,612
Amortisation and impairment
At 1 July 2023
5,887,015
Amortisation charged for the year
223,195
Impairment losses
1,748,402
At 30 June 2024
7,858,612
Carrying amount
At 30 June 2024
-
0
At 30 June 2023
1,971,597

More information on impairment movements in the year is given in note 12.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 22 -
14
Tangible fixed assets
Group
Land and buildings Leasehold
Plant and machinery
Fixtures, fittings & equipment
Total
£
£
£
£
Cost
At 1 July 2023
37,539
5,960,781
1,772,330
7,770,650
Additions
-
0
156,417
2,462
158,879
At 30 June 2024
37,539
6,117,198
1,774,792
7,929,529
Depreciation and impairment
At 1 July 2023
33,518
4,879,769
1,069,222
5,982,509
Depreciation charged in the year
503
260,459
226,230
487,192
At 30 June 2024
34,021
5,140,228
1,295,452
6,469,701
Carrying amount
At 30 June 2024
3,518
976,970
479,340
1,459,828
At 30 June 2023
4,021
1,081,012
703,108
1,788,141
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
15
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
1,002
1,002
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 July 2023 and 30 June 2024
1,002
Carrying amount
At 30 June 2024
1,002
At 30 June 2023
1,002
16
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
16
Subsidiaries
(Continued)
- 23 -
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Eye Hospitals Limited
96 Bristol Road, Birmingham, B5 7XJ
Ordinary
100.00
Optimax Clinics Limited
96 Bristol Road, Birmingham, B5 7XJ
Ordinary
100.00
Ultralase Eye Clinics Limited
96 Bristol Road, Birmingham, B5 7XJ
Ordinary
100.00
Flowerbell Limited
96 Bristol Road, Birmingham, B5 7XJ
Ordinary
100.00
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
385,002
389,013
-
0
-
0
Other debtors
586,048
120,115
2,000
2,000
Prepayments and accrued income
1,123,180
1,630,090
-
0
-
0
2,094,230
2,139,218
2,000
2,000
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
21
26,453
140,158
-
0
-
0
Trade creditors
1,889,315
2,127,776
-
0
-
0
Other taxation and social security
110,844
103,622
-
-
Other creditors
74,228
1,813,706
-
0
-
0
Accruals and deferred income
716,235
705,481
-
0
-
0
2,817,075
4,890,743
-
0
-
0

Included in other creditors is the sum of £nil (2023: £847,270) in respect of amounts due under the company voluntary arrangement entered into on 27 November 2020 by Optimax Clinics Limited for a period of at least 48 months (and not exceeding 52 months without the approval of at least 75% of creditors).

19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Obligations under finance leases
21
24,248
-
0
-
0
-
0
Other borrowings
20
2,480,012
1,002
1,002
1,002
2,504,260
1,002
1,002
1,002
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from group undertakings
2,479,010
-
0
-
0
-
0
Other loans
1,002
1,002
1,002
1,002
2,480,012
1,002
1,002
1,002
Payable after one year
2,480,012
1,002
1,002
1,002
21
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
26,453
140,158
-
0
-
0
In two to five years
24,248
-
0
-
0
-
0
50,701
140,158
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

22
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Patient Costs
802,241
753,385
-
-
Movements on provisions:
Patient Costs
Group
£
At 1 July 2023
753,385
Additional provisions in the year
116,276
Utilisation of provision
(67,420)
At 30 June 2024
802,241
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
22
Provisions for liabilities
(Continued)
- 25 -

Patient Costs

Following patient treatments, there are a number of additional costs to be incurred once the results of the treatments have been reassessed. The provision is expected to be fully utilised over a period of time in accordance with the age profile of the patients.

23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
92,079
153,855

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.

24
Share-based payment transactions

Eye Hospitals Group Limited has granted Enterprise Management Incentive [EMI] options to employees of Optimax Clinics Limited.

 

During the year, all of the remaining options were exercised meaning that there was no liability at year end.

25
Share capital
Group and company
2024
2023
Ordinary share capital
£
£
Issued and fully paid
200,000 Ordinary shares of 1p each
2,000
2,000
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.
26
Reserves
Profit and loss reserves

Retained earnings represents accumulated comprehensive income for the year and prior periods less dividends paid.

Other reserves

The other reserves represent the capital contribution arising on the restatement of the directors loan account following transition to FRS102 and movements in subsequent years.

EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
27
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
949,475
347,536
-
-
Between two and five years
3,558,483
1,086,383
-
-
In over five years
301,571
535,100
-
-
4,809,529
1,969,019
-
-
28
Contingent liabilities

The CVA remained open at the balance sheet date. Prior to the year end, the CVA supervisor received details of two new claims, amounting to approximately £1.25m. These have yet to be admitted by the CVA Supervisor to determine their validity and legal advice is being taken.

 

Ownership of the business changed on 25 June 2024. As part of the sale process, warranties were provided by the sellers in favour of the buyers. Consequently, any outflow from the company for additional liabilities relating to claims made (following provision of services prior to the sale completion date), are, whether admitted or not, considered remote.

29
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£
£
Aggregate compensation
-
43,750

 

Transactions with related parties

During the year the group entered into the following transactions with related parties:

Recharged expenses
2024
2023
£
£
Group
Key management personnel
-
258,035
Other related parties
26,618
611,649
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
29
Related party transactions
(Continued)
- 27 -

During the year, a notional interest charge of £nil (2023: £371,148) was also provided for key management personnel of the group in accordance with FRS 102.

Key management personnel of the group waived the right to rent licence fees for part of the the year for some clinics in respect of properties made available for use as clinics. The sum of £397,364 (2023: £216,744) represents rent licence fees waived.

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
2,479,010
-
Key management personnel
-
900,758
Other related parties
60,307
60,000

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
60,031
55,302
30
Controlling party

The ultimate controlling party is Aier Eye Hospital Co Limited (registered number 91430000745928604G), a company incorporated in China. They have control by virtue of their 100% shareholding in Clinica Baviera UK, S.L. (former Castellana Intermediación Sanitaria S.L.) (registered in Spain, number B87195855) which in turn owns 100% of Eye Hospitals Group Limited, an acquisition that completed on 25 June 2024.

31
Cash (absorbed by)/generated from group operations
2024
2023
£
£
(Loss)/profit for the year after tax
(3,774,733)
11,051,137
Adjustments for:
Finance costs
371,695
532,097
Investment income
(99)
(953)
Amortisation and impairment of intangible assets
1,971,597
223,195
Depreciation and impairment of tangible fixed assets
487,192
529,185
Increase in provisions
48,856
29,622
Movements in working capital:
Decrease in debtors
44,988
112,309
(Decrease)/increase in creditors
(1,959,963)
1,219,200
Cash (absorbed by)/generated from operations
(2,810,467)
13,695,792
EYE HOSPITALS GROUP LIMITED
NOTES TO THE  FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
32
Analysis of changes in net funds/(debt) - group
1 July 2023
Cash flows
30 June 2024
£
£
£
Cash at bank and in hand
575,953
(3,779)
572,174
Borrowings excluding overdrafts
(1,002)
(2,479,010)
(2,480,012)
Obligations under finance leases
(140,158)
89,457
(50,701)
434,793
(2,393,332)
(1,958,539)
33
Analysis of changes in net debt - company
1 July 2023
30 June 2024
£
£
Borrowings excluding overdrafts
(1,002)
(1,002)
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