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Oracle Vision Midco Limited

Registered number: 13194268
Annual report and
 financial statements
For the year ended 30 June 2024

 
ORACLE VISION MIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
L G Ganem 
R O Hoenich 
I Rahman 




Registered number
13194268



Registered office
1-6 Star Building
Caxton Road

Fulwood

Preston

PR2 9BS




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

One St. Peter's Square

Manchester

M2 3DE





 
ORACLE VISION MIDCO LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditor's Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 19


 
ORACLE VISION MIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

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

Principal activities and review of business
 
Oracle Vision Midco Limited ("the Company") is the non-trading parent company of Oracle Vision Holdco Limited.

Economic impact of global events
 
UK businesses are currently facing many uncertainties such as the consequences of Brexit, environmental sustainability and geopolitical events such as Ukraine and the Middle East instability. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
Oracle Vision Midco Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Key performance indicators
 
Being a non-trading company holding investments in subsidiaries, the directors consider that there are no key performance indicators for the Company as an individual entity but instead consider it as part of their analysis of operating companies in the wider Group. Please see the Oracle Vision Topco Limited financial statements for further details of the wider Group.

Directors' statement of compliance with duty to promote the success of the Company
 
S172(1) of the Companies Act sets out the duties of each director of a company to act in the way he considers, in good faith, would be most likely to promote the success of the Company for the benefit of shareholders as a whole and in doing so, have regard to a number of broader matters which are set out below:
a) the likely consequences of any decision in the long term;
b) the interest of the Company's employees;
c) the need to foster the Company's business relationships with suppliers, customers and others;
d) the impact of the Company's operations on the community and the environment;
e) the desirability of the Company maintaining a reputation for high standards of business conduct;
f) the need to act fairly between members of the Company.
Given the non-trading nature of the Company, being a holding Company only, the directors’ of Oracle Vision Midco Limited consider that their responsibilities, in respect of s172, are appropriately complied with and are disclosed fully within relevant group entities. Details of these matters, in respect of the trading entities or the wider group, can be found in the financial statements of Oracle Vision Topco Limited.

- 1 -

 
ORACLE VISION MIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


This report was approved by the board on 31 October 2024 and signed on its behalf.



I Rahman
Director

- 2 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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

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

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

Directors

The directors who served during the year were:

L G Ganem 
R O Hoenich 
I Rahman 

- 3 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Going Concern

As at 30 June 2024, the Company had net liabilities of £64.9m (2023: £42.6m). In determining whether the Company’s accounts can be prepared on a going concern basis, the directors considered the Company’s business activities together with factors likely to affect future development, performance, it’s financial position including cash flows, liquidity position, borrowing facilities and risks and uncertainties relating to its business activities.
This includes directors regularly reviewing these factors, and the performance and financial position of the wider group to ensure that any risks are recognised and managed effectively.
Being a non-trading Parent Company, and after considering all the above factors the directors have a reasonable expectation that the Company, and wider Group, have adequate resources to continue in operation and manage the risks for the foreseeable future. The Company has the financial support of group and connected undertakings which ensures that the Company is able to meet all its working capital requirements. Accordingly, the Company continues to adopt the going concern basis for preparing the annual report and financial statements.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Company has taken the option to exclude any information relating to energy and carbon reporting as it is included in the consolidated accounts of the parent company, Oracle Vision Topco Limited.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 31 October 2024 and signed on its behalf.
 





I Rahman
Director

- 4 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION MIDCO LIMITED
 

Opinion

We have audited the financial statements of Oracle Vision Midco Limited (the ‘Company’) for the year ended 30 June 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. 
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

give a true and fair view of the state of the Company’s affairs as at 30 June 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor’s responsibilities for the audit of the financial statements" section of our report. We are independent of the 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 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

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.
- 5 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION MIDCO LIMITED
 

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 the audit:
 
the information given in the Strategic Report and the Directors' Report for the financial year 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.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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:

adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

- 6 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION MIDCO LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006. 
- 7 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION MIDCO LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of the audit 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.




Christopher Martin (Senior Statutory Auditor)

  
for and on behalf of Forvis Mazars LLP

Chartered Accountants and Statutory Auditor 
One St. Peter's Square
Manchester
M2 3DE



31 October 2024
- 8 -

 
ORACLE VISION MIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
£
£

  

Administrative expenses
  
(28,744)
(24,792)

Operating loss
  
(28,744)
(24,792)

Interest payable and similar expenses
 6 
(22,259,228)
(19,720,569)

Loss before tax
  
(22,287,972)
(19,745,361)

Loss for the financial year
  
(22,287,972)
(19,745,361)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 12 to 19 form part of these financial statements.

- 9 -

 
ORACLE VISION MIDCO LIMITED
REGISTERED NUMBER: 13194268

STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 7 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 8 
135,633,612
135,627,808

  
135,633,612
135,627,808

Creditors: amounts falling due within one year
 9 
(1,457,450)
(1,422,902)

Net current assets
  
 
 
134,176,162
 
 
134,204,906

Total assets less current liabilities
  
134,176,163
134,204,907

Creditors: amounts falling due after more than one year
 10 
(199,104,966)
(176,845,738)

  

Net liabilities
  
(64,928,803)
(42,640,831)


Capital and reserves
  

Called up share capital 
 11 
1
1

Profit and loss account
 12 
(64,928,804)
(42,640,832)

  
(64,928,803)
(42,640,831)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2024.




I Rahman
Director

The notes on pages 12 to 19 form part of these financial statements.

- 10 -

 
ORACLE VISION MIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 July 2022
1
(22,895,471)
(22,895,470)


Comprehensive expense for the period

Loss for the year
-
(19,745,361)
(19,745,361)
Total comprehensive expense for the period
-
(19,745,361)
(19,745,361)



At 1 July 2023
1
(42,640,832)
(42,640,831)


Comprehensive expense for the year

Loss for the year
-
(22,287,972)
(22,287,972)
Total comprehensive expense for the year
-
(22,287,972)
(22,287,972)


At 30 June 2024
1
(64,928,804)
(64,928,803)


The notes on pages 12 to 19 form part of these financial statements.

- 11 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Oracle Vision Midco Limited ("the Company") is a private limited company incorporated in England and Wales, registered number 13194268. The registered office is 1-6 Start Building, Caxton Road, Fulwood, Preston, United Kingdom, PR2 9BS.
The principal activity of the Company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company's functional and presentational currency is GBP, rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Oracle Vision Topco Limited as at 30 June 2024 and these financial statements may be obtained from 1-6 Star Building, Caxton Road, Fulwood, Preston, PR2 9BS.

- 12 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.3

Going concern

As at 30 June 2024, the Company had net liabilities of £64.9m (2023: £42.6m). In determining whether the Company’s accounts can be prepared on a going concern basis, the directors considered the Company’s business activities together with factors likely to affect future development, performance, it’s financial position including cash flows, liquidity position, borrowing facilities and risks and uncertainties relating to its business activities.
This includes directors regularly reviewing these factors, and the performance and financial position of the wider group to ensure that any risks are recognised and managed effectively.
Being a non-trading Parent Company, and after considering all the above factors the directors have a reasonable expectation that the Company, and wider Group, have adequate resources to continue in operation and manage the risks for the foreseeable future. The Company has the financial support of group and connected undertakings which ensures that the Company is able to meet all its working capital requirements. Accordingly, the Company continues to adopt the going concern basis for preparing the annual report and financial statements.

 
2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

- 13 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.9

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of Financial Position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

- 14 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.9
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

- 15 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgments, 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.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.


4.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements

2,420
2,200

Fees payable to the Company's auditor in respect of:

Taxation compliance services
1,110
1,100

All non-audit services not included above
2,570
2,450


Auditors' remuneration is paid on the Company's behalf by another company in the Oracle Vision Topco Limited group of companies.


5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2023 - £NIL).

- 16 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

6.


Interest payable and similar expenses

2024
2023
£
£


Other loan interest payable
22,259,228
19,720,569


7.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 July 2023
1



At 30 June 2024
1





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Oracle Vision Holdco Limited
Ordinary
100%
Oracle Vision Bidco Limited*
Ordinary
100%
Community Health & Eyecare (Holdings) Limited*
Ordinary
100%
Community Health and Eyecare Limited*
Ordinary A, B & C
100%
Academy of Community Health Experts Limited*
Ordinary & Ordinary A
100%
Eyestriage Services Limited*
Ordinary
100%

Subsidiaries marked with a * are companies which are indirectly held by Oracle Vision Midco Limited.
All the above companies have a registered office of 1-6 Star Building, Caxton Road, Fulwood, Preston, Lancashire, PR2 9BS.

- 17 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

8.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
135,618,808
135,618,808

Prepayments
14,804
9,000

135,633,612
135,627,808


Amounts owed by group undertakings are unsecured, interest free and repayable on demand. 


9.


Creditors: Amounts falling due within one year

2024
2023
£
£

Amounts owed to group undertakings
1,422,896
1,413,092

Accruals
34,554
9,810

1,457,450
1,422,902


Amounts owed to group undertakings are unsecured, interest free and repayable on demand. 


10.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Secured loan
199,104,966
176,845,738


The loan is secured by way of a fixed and floating charge over the present and future property, assets and undertakings of the Company. Interest is charged at 12% and the balance is due to be repaid in full in 2031. 


11.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1 (2023 - 1) Ordinary share of £1.00
1
1


- 18 -

 
ORACLE VISION MIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

12.


Reserves

Profit & loss account

The profit and loss account represents the cumulative profits and losses of the Company.


13.


Related party transactions

The Company is a wholly owned subsidiary of Oracle Vision Topco Limited and has taken advantage of the exemption in Section 33 of Financial Reporting Standard 102 (Related Party Disclosures) from the requirement to disclose transactions with other wholly owned group companies.


14.


Controlling party

The immediate and ultimate parent company is Oracle Vision Topco Limited, a company registered in England and Wales.
The ultimate controlling party is I Rahman.
The Company is consolidated within Oracle Vision Topco Limited financial statements and copies can be obtained upon requested from the group's registered office, 1-6 Star Building, Caxton Road, Fulwood, Preston, PR2 9BS.

 
- 19 -