The directors present their strategic report for the six-month period ended 31 December 2024.

Following the impact of the Covid-19 pandemic on the Company in 2020, and in accordance with advice received from insolvency practitioners, the sole director at that time placed the Company into a Company Voluntary Arrangement (“CVA”) with a proposed term of 48 months. The CVA was approved by the Company’s creditors on 27 November 2020. During the accounting period, the Company continued to comply with the terms of the CVA, which remained in place at the balance sheet date. Prior to the year end, the CVA Supervisor received notification of two additional claims totalling approximately £1.25 million. These claims have not yet been admitted, as their validity is currently under review by the CVA Supervisor, and the Company is seeking legal advice in relation to their assessment.

The Company operates within the private healthcare sector, providing ophthalmic clinical services. During the period, the Company continued to focus on stabilising operations and supporting recovery following the effects of the pandemic, while actively pursuing growth in turnover through an increase in the volume of treatments offered to the general public. In addition, the Company continued to develop projects aimed at providing wider third-party access to its clinic facilities, thereby enhancing utilisation of existing infrastructure.

On 25 June 2024, the Company’s immediate parent undertaking, Eye Hospitals Group Limited, was acquired by Clinica Baviera UK, S.L. (formerly Castellana Intermediación Sanitaria S.L.), a company incorporated in Spain. This sub-group forms part of AIER Eye, one of the world’s leading ophthalmology groups, headquartered in Changsha, China. As a result of this acquisition, the Company has become part of an international healthcare group with a presence across several continents and more than 100 clinics in Europe. The Directors consider that this change in ownership provides enhanced financial strength, operational expertise and strategic support, which will assist in the future growth and development of the Company’s business in the UK.

The current financial statements cover a six-month reporting period, whereas the comparative information relates to a twelve-month period. Accordingly, the Directors have taken this difference in reporting periods into account when reviewing the Company’s development and performance.

During the period, the Company generated turnover of £4.468 million (comparative period: £9.842 million). Gross profit margin for the period was 38.9% (comparative period: 46.9% as restated), reflecting the ongoing management of direct treatment costs and operational efficiency within clinics. The operating result for the period was a loss of £2.041 million (comparative period: loss of £1.557 million as restated), after administrative and operating costs.

In addition to financial performance, the Company continued to focus on operational metrics, including clinical activity levels, patient experience and service quality. These measures support management’s assessment of performance and operational effectiveness during the period.

At the end of the reporting period, the Company continued to operate as a going concern. The Directors have considered the Company’s financial position, forecasts and access to group support following the acquisition by Clinica Baviera UK, S.L., and believe that the Company is appropriately positioned to meet its obligations as they fall due.

The Directors have considered the principal risks and uncertainties facing the Company.

The Company operates in a competitive healthcare market and is exposed to competitive pressures from other private healthcare providers, as well as from publicly funded healthcare services, including the National Health Service (NHS). Changes in the competitive environment may affect demand for the Company’s services.

The Company is also subject to healthcare regulation and clinical governance requirements. Changes in regulatory standards or compliance obligations could result in increased operational requirements or costs.

Principal risks and uncertainties (continued)

In addition, the Company’s performance may be influenced by wider macroeconomic factors, including economic conditions, inflationary pressures and changes in consumer confidence, which may impact patients’ willingness or ability to fund elective treatments.

The Directors monitor these risks on an ongoing basis and consider it appropriate to prepare the financial statements on a going concern basis.

The Directors also monitor a range of non-financial KPIs that are relevant to understanding the Company’s operational performance and long-term sustainability, including:

• Volume of treatments performed, which indicates clinical activity levels, utilisation of clinic capacity and demand for services.

• Patient satisfaction, measured through the Net Promoter Score (NPS), which provides insight into patients’ experience and overall satisfaction.

• Number of patient complaints, monitored as an indicator of service quality and areas requiring operational or clinical improvement.

• Operational efficiency initiatives, focused on improving clinic utilisation, cost control and service delivery processes.

The Directors consider that, given the nature of the Company’s activities, environmental matters are not material to an understanding of the Company’s development or performance during the period. The Company continues to comply with relevant employment legislation and places importance on employee engagement and clinical governance; however, employee matters are not considered to be material for separate disclosure in this Strategic Report.

On behalf of the board

The directors present their annual report and financial statements for the six month period ended 31 December 2024.

The principal activities of the company are the provision of laser eye surgical and IOL/cataract treatments.

The results for the period are set out on page 10.

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

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

The Company is exposed to a variety of financial risks through its operations, including market risk (comprising interest rate risk, price risk and, to a limited extent, foreign exchange risk), credit risk and liquidity risk. The Company’s overall risk management framework focuses on minimising potential adverse effects on financial performance and cash flows.

Risk management is overseen by the Company’s finance function in accordance with policies approved by the Board of Directors and with the parent company. These policies provide guidelines for managing overall financial risk, as well as specific areas such as credit risk, liquidity risk, interest rate exposure and the investment of surplus cash.

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they fall due.

The Company manages liquidity risk through regular cash flow forecasting, maintaining adequate cash balances and access to group funding where required.

Although the Company reported net liabilities and negative working capital at the balance sheet date, the Directors consider that liquidity risk is mitigated by the ongoing financial support of the group, as described in the going concern section of this report.

The Company’s exposure to interest rate risk arises primarily in relation to borrowings arranged with group undertakings. These borrowings are predominantly subject to fixed interest rates agreed within the group, which significantly limits the Company’s exposure to fluctuations in market interest rates.

The Company monitors its interest rate exposure on an ongoing basis. The Directors consider that changes in market interest rates are not expected to have a material adverse effect on the Company’s financial performance or financial position.

The Company operates within the United Kingdom and does not have material exposure to foreign currency risk.

Credit risk arises from the potential failure of counterparties to meet their contractual obligations, resulting in a loss to the Company.

The Company’s exposure to credit risk primarily relates to trade receivables and balances with group undertakings. Trade receivables are measured net of impairment provisions, which are assessed based on the ageing of receivables, historical experience and current economic conditions. The Company considers a default to have occurred when amounts are overdue by more than 180 days.

Credit risk is mitigated by the nature of the Company’s customer base, as the majority of revenue is generated from services provided to private individuals, with payment typically received in advance, in cash, by credit card or by bank transfer. Deferred payment arrangements are mainly limited to medical insurers and mutual organisations and are managed in accordance with internal credit policies.

The Company does not have significant concentrations of credit risk. No material credit losses were incurred during the period.

Market risk arises from fluctuations in market prices, interest rates or other factors that may affect the value of financial instruments or future cash flows.

Price Risk

The Company is not materially exposed to price risk, as it does not hold investments or other financial instruments whose value is subject to market price fluctuations.

The Company did not undertake any material research and development activities during the period under review.

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

Looking ahead, the Company expects to progressively increase the number of treatments with the aim of restoring sustained profitability. This growth will be supported by the financial backing of the Clínica Baviera Group, which will enable strategic investments in the refurbishment of clinics, the acquisition of new medical equipment, the advancement of digitalisation, and the implementation of other measures designed to enhance operational efficiency and quality of care.

Going concern

At the balance sheet date, the Company had net liabilities of £4,733,985 (30 June 2024 as restated: £2,502,841) and consequently is reliant on the ongoing financial support of the group.

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

The directors received a letter of support from Clinica Baviera and on that basis, are confident that the company remains a going concern and have prepared the financial statements on the going concern basis.

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) 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 and then apply them consistently;

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

• make judgements and accounting estimates that are reasonable and prudent; 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They 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.

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 company’s auditor 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 company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

Qualified opinion

We have audited the financial statements of Optimax Clinics Limited (the ‘company’) for the six-month period ended 31 December 2024 which comprise the Statement of comprehensive income, Statement of financial position, 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, except for the effects of the matter described in the “Basis for Qualified Opinion” section of our report, the financial statements:

• give a true and fair view of the state of the company’s affairs as at 31 December 2024 and of its loss for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice;

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for qualified opinion

We were appointed auditors after the period end of 31 December 2024 and were therefore unable to observe the physical inventory count conducted by the company. As a result, and owing to the nature of the company’s records, we were unable to obtain sufficient appropriate audit evidence regarding the existence of inventory quantities held at the period-end through alternative procedures. Inventory is material to the financial statements and is included in the balance sheet at £476,546. Accordingly, we were unable to determine whether any adjustments to this amount would be required and whether there would be a potential impact on cost of sales and the loss for the period then ended.

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 qualified 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.

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

Except for the possible effects of the matter described in the “Basis for Qualified Opinion” section of our report, 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.

Except for the matter described in the “Basis for Qualified Opinion” section of our report, 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 by the company, or returns adequate for our audit have not been received from branches not visited by us; or

• the company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors’ responsibilities statement set out on page 4 and 5, 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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

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: employment regulation, health and safety regulation and 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, pension legislation, and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), 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 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.

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 13 to 28 form part of these financial statements.

The notes on pages 13 to 28 form part of these financial statements.

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

The notes on pages 13 to 28 form part of these financial statements.

Optimax Clinics Limited is a company limited by shares registered in England and Wales. The registered office and principal place of business is 96 Bristol Road, Edgbaston, Birmingham, B5 7XJ.

The company changed its financial year end from 30 June to 31 December. As a result of this change, the current financial statements cover a six month period from 1 July 2024 to 31 December 2024, whereas the comparative figures relate to the twelve-month period ended 30 June 2024. Accordingly, the comparative amounts presented in the financial statements (including related notes) are not entirely comparable.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The financial statements of the company are consolidated in the financial statements of Clínica Baviera, S.A.. These consolidated financial statements are available from its registered office, Paseo de la Castellana, 20 in Madrid (Spain).

The company had net liabilities amounting to £4,733,985 (30 June 2024 as restated: £2,502,841) at the balance sheet date and consequently, is reliant on the ongoing financial support of the group.true

Following its acquisition of the company, 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 Optimax's operations and financial performance, as well as ensuring sufficient funding during the turnaround period.

The directors received a letter of support from Clinica Baviera and on that basis, are confident that the company remains a going concern and have prepared the accounts on the going concern basis.

Revenue comprises sales of goods or services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

When cash inflows are deferred and represent a financing arrangement, the promised consideration is adjusted for the effects of the time value of money, which is recognised as interest income.

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

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:

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 credited or charged to profit or loss.

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.

At each reporting period end date, the company 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.

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.

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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand.

The company has elected 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 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, 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.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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

Basic financial liabilities, including creditors and loans, including loans from fellow group companies 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.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company 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 company.

The tax expense represents tax currently payable.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company 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 is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which 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.

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.

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.

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 period they are payable.

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 leases asset are consumed.

Exceptional items

Exceptional items are those transactions or events that management considers necessary to disclose separately by virtue of their size or nature, in order to present a fair view of the entity’s financial performance. These items arise from ordinary activities but are unusual in their scale or incidence.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

Provisions are recognised when the Company 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 Company 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.

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

Their aggregate remuneration comprised:

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

The company has losses of approximately £12.5m (30 June 2024 - £10m) available for carry forward

against future trading profits. The related deferred tax asset of £3.1m (2024: £2.5m) has not been recognised as the timing of profits is uncertain.

Intangible assets represents goodwill recognised on the purchase of Ultralase Eye Clinics Limited, a company registered in England and Wales, and is fully amortised.

Tangible fixed assets includes assets held under finance leases or hire purchase contracts, as follows:

Amounts owed to group undertakings includes outstanding balances owed to the group company Ultralase Eye Clinics Limited ('Ultralase'). Optimax Clinics Limited and Ultralase belong to the same corporate group and operate in an integrated manner, sharing clinical and administrative resources. Patients may receive treatment at any of the clinics managed by either company, regardless of the entity with which they initially established the relationship. As a result of this joint operating model, internal re-billing processes and financial transfers are carried out between the companies to balance the costs and revenues associated with the services provided. These transactions give rise to intercompany balances, which are recorded and reconciled in accordance with the group’s internal procedures. The amounts are non-interest bearing and repayable on demand.

On 1 July 2024, Clínica Baviera, S.A. and Optimax Clinics Limited signed a variable-​rate loan agreement at Euribor + 3%, with a maturity of 10 years, i.e., 1 July 2034, for an amount of £826,400. In addition, during the year, several drawdowns under this agreement were executed under the same conditions, for a total amount of £4,017,920.

On 30 December 2024, Clínica Baviera, S.A. and Optimax Clinics Limited agreed to convert the principal amount of the aforementioned loan (£4,844,320) into a participative loan, as well as to cancel the interest accrued under the previous terms, which amounted to £73,581. This new contract matures on 30 December 2034 and bears a variable interest rate of Euribor + 3%–4%, depending on the subsidiary’s performance. The interest accrued during the 2024 financial year amounted to £nil.

On 26 June 2024, Clínica Baviera UK, S.L. and its subsidiaries, Optimax Clinics Limited and Ultralase Eye Clinics Limited, entered into loan agreements acknowledging that Clínica Baviera UK S.L. had advanced certain amounts, totalling £15,610 and £1,637,000 to Optimax and Ultralase, respectively, in order to settle the debts they held with the former owner (Russell Keith Ambrose). These loans fall due on 26 June 2027 and bears a fixed annual interest rate of 5%. The interest accrued during the period amounted to £470.

The loan owed to director is non-interest bearing and payable within 3 to 5 years.

Finance lease payments represent rentals payable by the company 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 2 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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.

Other provisions

During the year, the Company recognised certain provisions related to regulatory matters that may arise in the ordinary course of business. These provisions reflect management’s best estimate of potential obligations identified at the reporting date, based on the information available and applying a prudent assessment of existing circumstances. The amounts recorded are considered sufficient to cover any potential adjustments that could arise once the relevant processes or reviews are fully concluded.

The company operates a defined contribution pension scheme for all qualifying employees and also for the director. The assets of the scheme are held separately from those of the company in an independently administered fund.

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.

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.

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

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

During the accounting period, the Company continued to comply with the terms of the CVA, which remained in place at the balance sheet date. Prior to the year end, the CVA Supervisor received notification of two additional claims totalling approximately £1.25 million. These claims have not yet been admitted, as their validity is currently under review by the CVA Supervisor, and the Company is seeking legal advice in relation to their assessment.

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.

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

Key management personnel of the company waived the right to rent licence fees for part of the prior year for some clinics in respect of properties made available for use as clinics. The sum of £nil (30 June 2024: £397,364) represents rent licence fees waived.

The company has taken advantage of the exemptions from disclosure available to subsidiary undertakings under section 33 of FRS102 in connection with intra group transactions.

Loans with related parties are disclosed in note 15.

The company has lease agreements for premises with a director. The leases were entered into on an arm’s length basis. No rent was payable or paid in the current or prior period due to an initial rent free period. The amount of rent liability as at period end amounted to £191,700. Details of the company’s operating lease commitments are disclosed in note 21.

Provisions in relation to regulatory matters were identified in the period to 31 December 2024 that should have been included as at 30 June 2024 and 30 June 2023. As such a prior period adjustment has been recognised to include the provisions at the previous balance sheet date.

Amounts totalling £476,449 within prepayments were identified as stock. As such, these were reclassified to better reflect their nature. There was no impact on reserves in respect of this adjustment.

In addition, £60,338 of these stocks were identified to be impaired as at 30 June 2024 and, as such, a prior period adjustment has been recognised to include the impairment at the previous balance sheet date.

The company is a wholly owned subsidiary of Eye Hospitals Group Limited, a company incorporated in England and Wales. The registered office is 96 Bristol Road, Birmingham, B5 7XJ.

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.