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Oracle Vision Topco Limited Registered number: 13191417 Annual report and consolidated financial statements For the year ended 30 June 2025
ORACLE VISION TOPCO LIMITED COMPANY INFORMATION
Directors | L G Ganem
| R O Hoenich
| I Rahman
Registered number | 13191417
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 TOPCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 5
Directors' Report | 6 - 9
Independent Auditor's Report | 10 - 13
Consolidated Statement of Comprehensive Income | 14
Consolidated Statement of Financial Position | 15 - 16
Company Statement of Financial Position | 17
Consolidated Statement of Changes in Equity | 18
Company Statement of Changes in Equity | 19
Consolidated Statement of Cash Flows | 20 - 21
Notes to the Financial Statements | 22 - 43
ORACLE VISION TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The directors presents the Group strategic report for the year ended 30 June 2025.
Business review
The principal activity of the Company is that of a holding company. The principal activity of the Group is the provider of community-based healthcare services across the UK, including Ophthalmology, Gastroenterology, Dermatology and ENT services across the UK. Our team has built a reputation of patient focused care, ensuring we are responsive and considerate to the needs of our patients. As a leading independent healthcare organisation delivering services to private self-paying patients and those with Medical insurance, our main focus has been on supporting NHS waiting lists. Our growing reputation is underpinned by our dedicated medical and nursing teams, reinforced with our head office operations, incorporating Finance functions, Human Resources, Information Technology. Contracts and Regulatory Compliance, Marketing and Client Relationship Teams. The Group operates from over one hundred locations nationwide, with 32 dedicated CHEC hospitals as of 30th June 2025. Our increasing footprint is supported by over 75 NHS and private contracts in dedicated CHEC community hospitals, which includes 17 Endoscopy suites. Together, we serviced between 600-650,000 patients in the reporting period. The directors are extremely pleased with the underlying performance of the Group in the period, and would like to thank the Group’s employees for their hard work and commitment in delivering outstanding patient care. The Group aims to strategically grow the business organically through contract awards and diversification across the spectrum of specialties. Our goal has been to ensure we have good UK coverage in estates to drive our goal to ensure CHEC remains the only provider who is dedicated to supporting the NHS across multiple specialties. The growth strategy will ensure a multi-faceted approach driving business growth and stability within the Ophthalmology, Gastroenterology, Dermatology and ENT market space. The Group has continued its growth strategy by maximising current contracts, winning new commissioned contracts, launching a diverse private offering expanding our green field hospital base from 27 in 2024 to 32 in 2025.
Principal risks and uncertainties
In determining whether the Group's accounts can be prepared on a going concern basis, the directors considered the Group’s business activities together with the factors likely to affect its future development, performance, its financial position including cash flows, liquidity position, borrowing facilities and the risks and uncertainties in relation to its business activities. The directors regularly review these factors to ensure that any risks are recognised and managed effectively. The principal risks affecting the business are as follows: Financial The Group has a number of financial instruments which include cash, trade debtors and trade creditors that arise directly from operations. The main purpose of these financial instruments is to support the Group’s growth and its day-to-day operations. From a daily operational basis, the Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. - 1 -
ORACLE VISION TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 The Group’s principal financial assets are cash and trade debtors. The credit risk associated with the cash is limited as the banks have good credit ratings assigned by international credit-rating agencies. The principal credit risk arises from its trade debtors. The risk of non-receipt of monies owed is minimal as the majority of the debtors are from the NHS which is funded by central government. The Group has significant cash resources and facilities available to manage the future trading performance and any foreseeable changes. Retaining and recruiting staff The Group focuses on employing and retaining the highest quality clinical and non-clinical staff, including key management. Retaining these staff is key to continued growth and success of the business. We have achieved a less than 3% attrition rate throughout the business, far improved on the sector average .The Group has policies in place to ensure these staff are retained and motivated. Reputational risk The Group is focused on both the patients experience and outcomes from their operations and treatments. Maintaining these to the highest of standards is key in ensuring the Group’s reputation and these standards are reviewed monthly by the board. Whilst we have worked with NHSE to review our postoperative pathways, recent CQC visits have supported CHEC’s view that our clinical standards continue to surpass national standards, with our ‘Good’ and ‘Outstanding’ CQC ratings. The Group has and continues to invest heavily in the clinical governance structures within the business to ensure that all the best practices are followed, and all accreditations are maintained. This is supported by our appointment of a Chief Risk and Compliance Officer to the c-suite to drive continuous improvement across the business functions. Our benchmark complication rate for cataract surgery far surpasses the national average, with a rate of 0.45% (National average 0.78%). Operational risk The majority of the Group’s revenues are through contracts with NHS Integrated Care Boards (ICB's). A reduction in this revenue could have a negative impact on the Group. Contracts are negotiated under local and national tariffs generating the activity performed on behalf of the NHS. The Group is a contracted provider with 32 ICB's securing 18 new commissioned service contracts in 2025. The Group’s national presence contributes to ongoing collaboration with all 42 ICB's. The diversification from single customer to multiple customer is aimed at reducing the financial risk to the business, together with the diversification across multiple specialties.
Economic impact of global events
UK businesses are currently facing many uncertainties such as the consequences of geopolitical events in the Middle East and Ukraine, environmental sustainability and uncertainty in the global economy. 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. The Group 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. - 2 -
ORACLE VISION TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Financial key performance indicators
The board reviews the Group’s KPI’s at the monthly board meetings as well as on weekly and daily dashboards. These include clinical, operational, and financial measurements. Our key clinical measurement is patient satisfaction information. The Group obtains information for all our patients after procedures to ensure that the patient received the highest quality care and service. The Group achieved an average patient satisfaction rating of 98.16% (2024: 98.19%), and 99.61% (2024: 99.78%) of patients would recommend the Group’s services to their family and friends. This is a testament to the quality of services offered. Management believes the most appropriate financial KPI’s are set out in the table below:
| 2025 | 2024
| £ | £
Turnover | £97,150,507 | £83,097,711
Loss before tax | £30,357,969 | £24,790,352
Net current assets | £17,827,781 | £13,273,848
Net liabilities | £116,697,005 | £87,158,688
Total employed staff | 662 | 530
Directors' statement of compliance with duty to promote the success of the Group under section 172 The board of directors of Oracle Vision Topco Limited consider that both individually and together that they have acted in the way they consider, in good faith, would be the most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard (amongst other matters set out in s172(1)(a-f) of the Act) to: a) the likely consequences of any decision in the long term; b)the interests of the Group’s employees; c)the need to foster the Group’s business relationships with suppliers, customers and others; d)the impact of the Group’s operations on the community and the environment; e)the desirability of the Group maintaining a reputation for high standards of business conduct; and f)the need to act fairly as between members of the Group. The following paragraphs summarise how the directors fulfil their duties to promote the success of the Group: The likely consequences of any decision in the long term The directors consider the potential impacts of their decisions on the Group's long-term objectives and sustainability, as well as on its stakeholders and the community, while also upholding its values and culture. We are a business built on our standards and reputation and would not take a decision which would have a detrimental impact on this, whether in the short term or the long term. We are dedicated to ensuring we maintain our culture whilst achieving our purpose. - 3 -
ORACLE VISION TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 The interests of the Group’s employees The way we are organisationally structured is pivotal to the delivery and success of our business strategy. We aim to be a value-based employer of choice and demonstrate this through our external accreditations of Investors in People, Great Places to Work (engagement) and Thrive at Work (health and wellbeing). Our employee value proposition is underpinned by a robust reward and recognition strategy that delivers year-on-year improvements. The Group ensures fair treatment, equal opportunities and diversity across all levels of the workforce. The Group has robust policies, procedures, reporting, analysis, and proactive measures to ensure individuals are treated with dignity and respect. We engage regularly with our employees through our organisational structure, capturing any feedback, provide platforms for open dialogue, and encourage innovation and collaboration. The need to foster the Group’s business relationships with suppliers, customers and others Building and nurturing relationships with key stakeholders is key to the success of the Group. From hospital management through to our Head office teams, we are dedicated to enhancing positive interactions with our patients, Consultant teams, ICB’s, optometrists, GPs and other key stakeholder groups. We place great importance on these relationships and are committed to providing high-quality healthcare services to our patients. We do this by increasing our focus on pro-active quality improvements and building on our Clinical Governance structure. In March 2024, we achieved JAG accreditation for our Nottingham Hospital, and we aim to replicate this success across all our Endoscopy sites, showcasing our dedication to quality and excellence throughout the Group. The next two hospitals which are in the process of JAG accreditation are Accrington and Ilford. By demonstrating quality outcomes to our commissioning bodies, our Commercial, Engagement, and Operational teams can build strong and lasting partnerships that contribute to our long-term success. The impact of the Group’s operations on the community and the environment The Group has established Environmental, Social, and Governance (ESG) strategic goals that have been approved by the board, supported by a cross-functional working group dedicated to driving improvements. To enhance and align our ESG strategy with our three-year plan, we have engaged ESG consultants to assist in implementing our initiatives in FY25. We take pride in being part of both local and broader communities and strive to prioritise Planet, People, Leadership, and Patients in all our endeavours. The desirability of the Group maintaining a reputation for high standards of business conduct Our brand and reputation are invaluable assets to the Group, and the directors are committed to upholding high ethical standards across all business practices. The employee recruitment and onboarding experience is paramount to the success of delivering our people agenda. We continually improve the development of our people through a range of learning and development interventions to strengthen our ability to deliver. As a Group we promote a culture of transparency, integrity and accountability across all business activities. As a Group we are focused and passionate about ethical sourcing, sustainability initiatives, and social responsibility. We have a cross functional working party who collaborate with an external partner to drive year on year improvements in this arena. - 4 -
ORACLE VISION TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 The need to act fairly between members of the Group The Group is committed to acting with integrity and courtesy in all of its business relationships, ensuring that the interests of all members and stakeholders are considered when making decisions for the overall good of the Group. Statement of Corporate Governance Arrangements As a board of directors, we are committed to behaving responsibly and in collaboration with management. We ensure that we operate the business in a responsible manner, with high standards of business conduct and corporate governance appropriate to our size and complexity.
Future developments
The directors believe the Group’s future prospects to be good. The Group at the date of this report operates from 32 surgical centres. The Group is placing emphasis on strengthening its established operations and refining service offerings, broadening the services it offers and with a view to increasing private revenue streams. The NHS continues to face significant financial pressures, resulting in the reallocation of funding away from certain specialisms, including Ophthalmology. This shift presents a potential risk to providers operating in these areas. However, the Group is well-positioned to mitigate this risk through its strategic diversification and expansion into other clinical specialisms. In response to these evolving funding dynamics, the Group has accelerated its growth in areas such as Gastroenterology, Dermatology, and Ear, Nose and Throat (ENT) services. These specialisms not only align with current NHS priorities but also offer opportunities for sustainable growth and improved patient outcomes. In addition to its NHS-funded services, the Group is expanding its presence in the private healthcare market under the brand name Clarity. This investment supports the Group’s long-term strategy to diversify revenue streams, reduce dependency on public sector funding, and enhance resilience against sector-specific financial challenges. Our digital roadmap will ensure we maintain best of class IT infrastructure with digitalized hospitals blending into the Group's roadmap to an online hospital. The Group remains committed to delivering high-quality, accessible care across all its service lines, while continuing to adapt to the changing healthcare landscape through innovation, strategic investment, and operational agility. This report was approved by the board on 30 October 2025 and signed on its behalf.
I Rahman Director
- 5 -
ORACLE VISION TOPCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Group's financial statements and then apply them consistently; ∙make judgements 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; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation and minority interests, amounted to £29,720,033 (2024 - £26,898,874). No dividends were declared during the year.
Directors
The directors who served during the year were:
L G Ganem
R O Hoenich
I Rahman
- 6 -
ORACLE VISION TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Going concern
Not withstanding the net liabilities of £116.7m (2024: £87.2m) the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The losses are driven by the high level of amortisation and accrued interest which is only due on the 7th and 10th anniversary of the loans. The forecasts of the Group show strong performance and cash projections and the Directors therefore continue to adopt the going concern basis for preparing the annual report and financial statements. Greenhouse gas emissions, energy consumption and energy efficiency action The Group understands that continually improving our environmental performance should be at the forefront of our business. It understands the impact of rising temperatures, extreme weather and the increased pressures climate change is and will have on the NHS. Our carbon reduction plan ensures that the Group is proactively managing and minimising its environmental impact through scientific data reporting. The Group’s carbon reduction plan aligns with the NHS Green Plan.
Measurement |  | 2025 | 2024
Annual energy consumption used to calculate emissions (kWh) |  | 4,058,093 | 3,357,000
Emissions from combustion of gas (Scope 1) |  | 5 | 2
Emissions from combustion of fuel for transport purposes (Scope 1) | Total (tCO2e) CO2 (tonnes) CH4 (tonnes) N2O (tonnes) | 209 207 0 2 | 123 121 0 1
Emissions from purchased electricity (Scope 2, location-based) | Total (tCO2e) CO2 (tonnes) CH4 (tonnes) N2O (tonnes) | 471 466 2 3 | 443 439 2 3
Emissions from business travel cars or employee owned vehicles where group is responsible for purchasing fuel (Scope 3) | Total (tCO2e) CO2 (tonnes) CH4 (tonnes) N2O (tonnes | 180 178 0 2 | 170 168 0 2
Direct CO2 emissions from Biogenic combustion |  | 0 | 0
Total gross tCO2e based on above |  | 860 | 735
Intensity ratio: Tonnes of CO2/'000 patient appointments |  | 1.51 | 1.86
Methodology: Internal Methodology - Location Based (UK) - 7 -
ORACLE VISION TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 Quantification and reporting methodology We have followed the 2019 HM Government environmental reporting guidelines. We have also used the GHG reporting protocol – Corporate Standard and have used the 2021 UK Government's conversion factors for Group reporting. Intensity Measurement The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per ‘000 patient appointments. Energy Efficiency Measures in the period Energy use has been a focus across the company with new sites designed to high standards. Further improvements have been identified in our carbon reduction plan and investments have begun in energy metering and the introduction of battery operated mechanically propelled vehicles. Looking ahead, we have several impactful projects planned to further drive reductions. These include the introduction of automatic route optimisation software, the adoption of electric fleet vehicles, and the establishment of regional stock hub-and-spoke models to streamline logistics. Additionally, the move to monthly collation of Scope 1, 2, and 3 emissions data will enable us to identify trends and address them proactively. As we expand into 2026, opening further sites, our carbon footprint will therefore likely increase in the short to medium term. However implementing our carbon reduction plan with continued energy efficient investment focusing on embedding good engineering standards into new sites with LEDs, effective building controls, energy saving campaigns and efficient use of vehicles will result in a fall in our intensity ratio year on year whilst it takes several years for total emissions to see a significant decline.
Matters covered in the Group Strategic Report
Certain information not shown in the Directors' Report is shown in the Strategic Report on pages 1 - 5 instead in accordance with Section 414C(11) of the Companies Act 2006. This includes a business review, future developments and principal risks and uncertainties.
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 and the Group'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 and the Group's auditor is aware of that information.
Post balance sheet events
There have been no significant events affecting the Group since the year end. - 8 -
ORACLE VISION TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 30 October 2025 and signed on its behalf.
I Rahman Director
- 9 -
ORACLE VISION TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION TOPCO LIMITED Opinion We have audited the financial statements of Oracle Vision Topco Limited (the 'Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 June 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows 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 Group's and Parent Company’s affairs as at 30 June 2025 and of the Group's 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 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's and Parent Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Other information 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. - 10 -
ORACLE VISION TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION TOPCO 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 Group 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 Group 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 Group and Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the Parent 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. - 11 -
ORACLE VISION TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION TOPCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 6, 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 Group and 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 intend either to liquidate the Group and 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 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 Group and the Parent Company and their 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, 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 Group and Parent Company are 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 Group and Parent 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, the Companies Act 2006. - 12 -
ORACLE VISION TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ORACLE VISION TOPCO 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, 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 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 2025 - 13 -
ORACLE VISION TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 97,150,507 | 83,097,711
Cost of sales |  | (39,462,255) | (32,702,830)
Gross profit |  | 57,688,252 | 50,394,881
Administrative expenses |  | (60,309,801) | (49,552,724)
Operating (loss)/profit | 5 | (2,621,549) | 842,157
Interest receivable and similar income | 9 | 26,698 | 61,149
Interest payable and similar expenses | 10 | (27,763,118) | (25,693,658)
Loss before taxation |  | (30,357,969) | (24,790,352)
Tax on loss | 11 | 403,305 | (2,108,522)
Loss for the financial year |  | (29,954,664) | (26,898,874)
Total comprehensive income for the year attributable to: |  |  |
Non-controlling interest |  | (234,631) | -
Owners of the parent Company |  | (29,720,033) | (26,898,874)
|  | (29,954,664) | (26,898,874)
There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 22 to 43 form part of these financial statements.
- 14 -
ORACLE VISION TOPCO LIMITED REGISTERED NUMBER: 13191417 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 88,284,333 |  | 106,370,385
Tangible assets | 13 |  | 36,794,119 |  | 32,364,358
|  |  | 125,078,452 |  | 138,734,743
Current assets |  |  |  |  |
Inventories | 15 | 2,272,841 |  | 1,311,861 |
Debtors: amounts falling due within one year | 16 | 27,966,663 |  | 19,595,697 |
Cash at bank and in hand | 17 | 5,230,410 |  | 5,039,211 |
|  | 35,469,914 |  | 25,946,769 |
Creditors: amounts falling due within one year | 18 | (17,642,133) |  | (12,672,921) |
Net current assets |  |  | 17,827,781 |  | 13,273,848
Total assets less current liabilities |  |  | 142,906,233 |  | 152,008,591
Creditors: amounts falling due after more than one year | 19 |  | (252,749,205) |  | (231,405,867)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 | (6,396,533) |  | (7,400,662) |
Other provisions | 22 | (457,500) |  | (360,750) |
|  |  | (6,854,033) |  | (7,761,412)
Net liabilities |  |  | (116,697,005) |  | (87,158,688)
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 142,691 |  | 142,327
Share premium account | 24 |  | 1,358,057 |  | 1,327,074
Profit and loss account | 24 |  | (118,348,122) |  | (88,628,089)
Non-controlling interests |  |  | 150,369 |  | -
|  |  | (116,697,005) |  | (87,158,688)
- 15 -
ORACLE VISION TOPCO LIMITED REGISTERED NUMBER: 13191417 CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.
I Rahman
Director
- 16 -
ORACLE VISION TOPCO LIMITED REGISTERED NUMBER: 13191417 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 1 |  | 1
|  |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 1,463,765 |  | 1,438,179 |
|  | 1,463,765 |  | 1,438,179 |
Creditors: amounts falling due within one year | 18 | (457,401) |  | (410,642) |
Net current assets |  |  | 1,006,364 |  | 1,027,537
Total assets less current liabilities |  |  | 1,006,365 |  | 1,027,538
Net assets |  |  | 1,006,365 |  | 1,027,538
Capital and reserves |  |  |  |  |
Called up share capital | 23 |  | 142,691 |  | 142,327
Share premium account | 24 |  | 1,358,057 |  | 1,327,074
Profit and loss account | 24 |  | (494,383) |  | (441,863)
|  |  | 1,006,365 |  | 1,027,538
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the year was £52,520 (2024: £209,063). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.
I Rahman
Director
- 17 -
ORACLE VISION TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Profit and loss account | Non-controlling interests | Total equity
| £ | £ | £ | £ | £
At 1 July 2023 | 140,285 | 1,262,566 | (61,729,215) | - | (60,326,364)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | (26,898,874) | - | (26,898,874)
Total comprehensive income for the year | - | - | (26,898,874) | - | (26,898,874)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 2,042 | 64,508 | - | - | 66,550
Total transactions with owners | 2,042 | 64,508 | - | - | 66,550
At 1 July 2024 | 142,327 | 1,327,074 | (88,628,089) | - | (87,158,688)
Comprehensive income for the year |  |  |  |  |
Loss for the year | - | - | (29,720,033) | (234,631) | (29,954,664)
Total comprehensive income for the year | - | - | (29,720,033) | (234,631) | (29,954,664)
Contributions by and distributions to owners |  |  |  |  |
Shares issued during the year | 364 | 30,983 | - | - | 31,347
Incorporation of subsidiary | - | - | - | 385,000 | 385,000
Total transactions with owners | 364 | 30,983 | - | 385,000 | 416,347
At 30 June 2025 | 142,691 | 1,358,057 | (118,348,122) | 150,369 | (116,697,005)
| The notes on pages 22 to 43 form part of these financial statements.
- 18 -
ORACLE VISION TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 140,285 | 1,262,566 | (232,800) | 1,170,051
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (209,063) | (209,063)
Total comprehensive income for the year | - | - | (209,063) | (209,063)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 2,042 | 64,508 | - | 66,550
Total transactions with owners | 2,042 | 64,508 | - | 66,550
At 1 July 2024 | 142,327 | 1,327,074 | (441,863) | 1,027,538
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (52,520) | (52,520)
Total comprehensive income for the year | - | - | (52,520) | (52,520)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 364 | 30,983 | - | 31,347
Total transactions with owners | 364 | 30,983 | - | 31,347
At 30 June 2025 | 142,691 | 1,358,057 | (494,383) | 1,006,365
| The notes on pages 22 to 43 form part of these financial statements.
- 19 -
ORACLE VISION TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (29,954,664) | (26,898,874)
Adjustments for: |  |
Amortisation of intangible assets | 18,591,147 | 18,496,369
Depreciation of tangible assets | 10,277,612 | 6,925,439
(Gain)/loss on disposal of tangible assets | 2,327 | (3,325)
Interest paid | 27,763,118 | 25,693,658
Interest received | (26,698) | (61,149)
Taxation charge | (403,305) | 2,108,522
Increase in stocks | (960,980) | (360,055)
Increase in debtors | (7,861,291) | (1,536,651)
Increase in creditors | 1,029,996 | 1,979,058
Increase in provisions | 96,750 | 163,500
Corporation tax paid | (1,110,499) | (4,566,618)
Net cash generated from operating activities | 17,443,513 | 21,939,874
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (505,095) | -
Purchase of tangible fixed assets | (14,724,200) | (20,373,633)
Sale of tangible fixed assets | 14,500 | 717,450
Interest received | 26,698 | 61,149
HP interest paid | (678,643) | (447,886)
Cash received from non-controlling interests on incorporation of subsidiary | 385,000 | -
Net cash from investing activities | (15,481,740) | (20,042,920)
- 20 -
ORACLE VISION TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | 31,347 | 66,550
New finance leases | 3,451,074 | 5,325,491
New loans | 6,000,000 | -
Repayment of finance leases | (3,695,940) | (2,384,189)
Interest paid | (7,557,055) | (3,009,345)
Net cash used in financing activities | (1,770,574) | (1,493)
Net increase in cash and cash equivalents | 191,199 | 1,895,461
Cash and cash equivalents at beginning of year | 5,039,211 | 3,143,750
Cash and cash equivalents at the end of year | 5,230,410 | 5,039,211
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 5,230,410 | 5,039,211
The notes on pages 22 to 43 form part of these financial statements.
- 21 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | General information
Oracle Vision Topco Limited (the "Company") is a private company, limited by shares, registered number 13191417. The registered office and principal place of business is 1-6 Star Building, Caxton Road, Fulwood, Preston, England, 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3). The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The Company's functional and presentational currency is GBP, rounded to the nearest £. The following principal accounting policies have been applied:
| 2.2 | Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
| 2.3 | Financial reporting standard 102 - reduced disclosure exemptions
The Parent 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 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. - 22 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.4 | Going concern
Not withstanding the net liabilities of £116.7m (2024: £87.2m) the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The losses are driven by the high level of amortisation and accrued interest which is only due on the 7th and 10th anniversary of the loans. The forecasts of the Group show strong performance and cash projections and the Directors therefore continue to adopt the going concern basis for preparing the annual report and financial statements.
| 2.5 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Group will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.6 | Operating leases: the Group as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | 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. - 23 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. - 24 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.12 | Intangible assets
Goodwill Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life. Other intangible assets Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Goodwill | - |  | 10 years
|  |  |  | Customer contracts and relationships | - |  | 7 - 13 years
|  |  |  | Computer software | - |  | 3 years
| 2.13 | Tangible fixed assets
At the beginning of the period the Directors evaluated the depreciation method accounting estimate and determined the straight-line method below to be a more accurate reflection of the useful life of the Group's assets. Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. - 25 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | Straight Line over length of lease (to break clause)
|  |  |  | Plant & machinery | - | Straight line over 5 years
|  |  |  | Motor vehicles | - | Straight line over 4 years
|  |  |  | Fixtures & fittings | - | Straight line over 5 years
|  |  |  | Computer equipment | - | Straight line over 3 years
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.15 | Inventory
Inventory is stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each reporting date, inventory is assessed for impairment. If inventory is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | 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.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management. - 26 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.18 | 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.
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | Financial instruments
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Group 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 Group's Statement of Financial Position when the Group 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) 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 Group's cash and cash equivalents, trade and most other debtors 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. - 27 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. 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. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy. - 28 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled. - 29 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In applying the Group's accounting policies, the directors are required to make judgments, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgments, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions the actual results and outcomes may differ. 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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Critical judgments in applying the group's accounting policies The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. (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. (ii) Impairment of goodwill and other intangibles At each reporting date, the Group reviews the carrying amounts of its intangible assets (other than goodwill) 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). Key sources of estimation uncertainty (i) Useful economic lives of tangible fixed assets The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated economic lives and residual values of assets. the useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Health Care Services | 97,150,507 | 83,097,711
| All turnover arose within the United Kingdom.
- 30 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
5. | Operating (loss)/profit
| The operating (loss)/profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other operating lease rentals | 3,485,584 | 2,651,756
| Depreciation of tangible fixed assets | 10,277,612 | 6,925,439
| Amortisation of intangible fixed assets | 18,591,147 | 18,496,369
| Defined contribution pension cost | 321,829 | 259,497
6. | Auditor's remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Group's auditor for the audit of the Parent Company and the Group's consolidated financial statements | 5,150 | 4,920
| Fees payable to the Group's auditor for the audit and its associates for other services: Audit of the financial statements of subsidiaries | 70,100 | 65,480
| Taxation compliance services | 15,000 | 12,750
| All other services | 28,525 | 22,575
- 31 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
7. | Employees
| Staff costs were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 23,634,606 | 18,159,081
| Social security costs | 2,316,797 | 1,774,764
| Cost of defined contribution scheme | 321,829 | 259,497
|  | 26,273,232 | 20,193,342
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administrative and support | 187 | 159
|  | Operations | 116 | 101
|  | Doctors and Technicians | 359 | 270
|  |  | 662 | 530
| The Company has no employees other than the directors (2024 - Nil).
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 186,506 | 189,000
| Group contributions to defined contribution pension schemes | 1,321 | 1,761
|  | 187,827 | 190,761
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 26,698 | 61,149
- 32 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other loan interest payable | 27,084,470 | 25,242,310
| Finance leases and hire purchase contracts | 678,643 | 447,886
| Other interest payable | 5 | 3,462
|  | 27,763,118 | 25,693,658
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 2,603,065 | 4,742,708
| Adjustments in respect of previous periods | (2,024,606) | (756,756)
|  | 578,459 | 3,985,952
| Total current tax | 578,459 | 3,985,952
| Deferred tax |  |
| Origination and reversal of timing differences | 186,443 | (329,186)
| Adjustments in respect of previous periods | 380,178 | 140
| Deferred tax on intangible assets on business combination | (1,548,385) | (1,548,384)
| Total deferred tax | (981,764) | (1,877,430)
| Tax on loss | (403,305) | 2,108,522
- 33 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 11.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loss on ordinary activities before tax | (30,357,969) | (24,790,352)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (7,589,492) | (6,197,588)
| Effects of: |  |
| Expenses not deductible for tax purposes | 10,875,603 | 5,038,539
| Fixed asset differences | (723,388) | 62,972
| Adjustments to tax charge in respect of prior periods - deferred tax | 380,178 | 140
| Movement in deferred tax not recognised | - | 5,565,026
| Movement in deferred tax on intangible assets on business combination | (1,548,385) | (1,548,384)
| Adjustments to tax charge in respect of prior periods | (2,024,606) | (756,756)
| Income not taxable | - | (53,726)
| Hybrid and other mismatches adjustment | 207,905 | -
| Other differences leading to a increase/(decrease) in the tax charge | 18,880 | (1,701)
| Total tax charge for the year | (403,305) | 2,108,522
There were no factors that may affect future tax charges. - 34 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
12. | Intangible assets
| Group
|  | Customer contracts and relationships | Computer software | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 July 2024 | 44,774,000 | - | 123,028,678 | 167,802,678
| Additions | - | 505,095 | - | 505,095
| At 30 June 2025 | 44,774,000 | 505,095 | 123,028,678 | 168,307,773
| Amortisation |  |  |  |
| At 1 July 2024 | 20,512,403 | - | 40,919,890 | 61,432,293
| Charge for the year | 6,193,538 | 94,778 | 12,302,831 | 18,591,147
| At 30 June 2025 | 26,705,941 | 94,778 | 53,222,721 | 80,023,440
| Net book value |  |  |  |
| At 30 June 2025 | 18,068,059 | 410,317 | 69,805,957 | 88,284,333
| At 30 June 2024 | 24,261,597 | - | 82,108,788 | 106,370,385
- 35 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Tangible fixed assets
| Group
|  | Leasehold improvements | Plant & machinery | Motor vehicles | Fixtures & fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 July 2024 | 25,547,023 | 18,265,538 | 359,729 | 913,344 | 2,071,787 | 47,157,421
| Additions | 7,203,205 | 6,190,175 | 94,399 | 730,513 | 505,908 | 14,724,200
| Disposals | - | (19,800) | - | - | (1,600) | (21,400)
| At 30 June 2025 | 32,750,228 | 24,435,913 | 454,128 | 1,643,857 | 2,576,095 | 61,860,221
| Depreciation |  |  |  |  |  |
| At 1 July 2024 | 7,651,040 | 5,307,251 | 211,008 | 366,248 | 1,257,516 | 14,793,063
| Charge for the year | 5,531,156 | 3,885,209 | 102,715 | 241,092 | 517,440 | 10,277,612
| Disposals | - | (2,973) | - | - | (1,600) | (4,573)
| At 30 June 2025 | 13,182,196 | 9,189,487 | 313,723 | 607,340 | 1,773,356 | 25,066,102
| Net book value |  |  |  |  |  |
| At 30 June 2025 | 19,568,032 | 15,246,426 | 140,405 | 1,036,517 | 802,739 | 36,794,119
| At 30 June 2024 | 17,895,983 | 12,958,287 | 148,721 | 547,096 | 814,271 | 32,364,358
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Plant and machinery | 9,274,469 | 7,700,140
- 36 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost or net book value |
| At 1 July 2024 | 1
| At 30 June 2025 | 1
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Oracle Vision Midco Limited | Ordinary | 100%
| Oracle Vision Holdco Limited * | Ordinary | 100%
| Oracle Vision Bidco Limited * | Ordinary | 100%
| Community Health & Eyecare (Holdings) Limited * | Ordinary | 100%
| Community Health & Eyecare Limited * | Ordinary | 100%
| Academy of Community Health Experts Limited * | Ordinary | 100%
| Eyestriage Services Limited * | Ordinary | 100%
| Clarity Services Ltd* | Ordinary | 100%
| Clarity Edinburgh Ltd* | Ordinary | 78.6%
| Subsidiaries marked with a * are companies which are indirectly held by Oracle Vision Topco Limited. All the above companies have a registered office of 1-6 Star Building, Caxton Road, Fulwood, Preston, Lancashire, PR2 9BS. Eyestriage Services Limited and Community Health and Eyecare (Holdings) Limited are exempt from the requirements relating to the audit of individual financial statements by virtue of Section 480 of the Companies Act 2006. Clarity Services Ltd and Oracle Vision Holdco Limited are exempt from the requirements relating to the audit of individual financial statements by virtue of Section 479A of the Companies Act 2006. On 1 April 2025 Academy of Community Health Experts Limited hived up its trade and assets to Community Health and Eyecare Limited.
- 37 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | Inventories
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Finished goods and goods for resale | 2,272,841 | 1,311,861 | - | -
| The difference between purchase price or production cost of stocks and their replacement cost is not material.
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 9,184,254 | 4,664,770 | - | -
| Amounts owed by group undertakings | - | - | 1,456,720 | 1,386,058
| Other debtors | 276,762 | 313,028 | - | 29,316
| Prepayments and acccrued income | 16,147,182 | 12,785,099 | - | 22,805
| Tax recoverable | 2,358,465 | 1,832,800 | 7,045 | -
|  | 27,966,663 | 19,595,697 | 1,463,765 | 1,438,179
| Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
17. | Cash and cash equivalents
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 5,230,410 | 5,039,211 | - | -
- 38 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
18. | Creditors: Amounts falling due within one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade creditors | 2,004,393 | 2,749,786 | - | -
| Amounts owed to group undertakings | - | - | 450,356 | 361,069
| Other taxation and social security | 764,081 | 530,886 | - | -
| Obligations under finance lease and hire purchase contracts | 3,651,408 | 3,746,901 | - | -
| Other creditors | 2,119,335 | 1,428,626 | 7,045 | 1
| Accruals | 9,102,916 | 4,216,722 | - | 49,572
|  | 17,642,133 | 12,672,921 | 457,401 | 410,642
| Amounts owed to group undertakings are unsecured, interest free and repayable on demand. Net obligations under hire purchase contracts and finance leases are secured by fixed charges on the assets concerned.
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Secured loans | 250,084,692 | 228,591,981 | - | -
| Net obligations under finance leases and hire purchase contracts | 2,664,513 | 2,813,886 | - | -
|  | 252,749,205 | 231,405,867 | - | -
| The loans are secured by way of a fixed and floating charge over the present and future property, assets and undertakings of the Group. Included in the loans is a balance of £126,525,507 (2024: £199,104,966) that has interest charged at 12%, with the balance repayable in full in 2031. Also, included is a balance of £123,559,185 (2024: £29,487,015) with interest charged at 5.25% plus SONIA, with the balance repayable in full in 2028. Net obligations under hire purchase contracts and finance leases are secured by fixed charges on the assets concerned.
- 39 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Within one year | 3,651,408 | 3,746,901
| Between 1-5 years | 2,664,513 | 2,813,886
|  | 6,315,921 | 6,560,787
| 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 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
21. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | 7,400,662 | 9,278,092
| Charged/(credited) to profit or loss | (1,004,129) | (1,877,430)
| At end of year | 6,396,533 | 7,400,662
| Company
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | 2,011,462 | 1,501,926
| Short term timing differences | (131,944) | (166,663)
| Deferred tax on intangible assets on business combination | 4,517,015 | 6,065,399
|  | 6,396,533 | 7,400,662
- 40 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
22. | Provisions
| Group
|  | Dilapidation provision
|  | £
| At 1 July 2024 | 360,750
| Charged to profit or loss | 96,750
| At 30 June 2025 | 457,500
23. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 678,094 (2024 - 678,094) A Ordinary shares of £0.1 each | 67,809 | 67,809
|  | 678,094 (2024 - 678,094) B Ordinary shares of £0.1 each | 67,809 | 67,809
|  | 70,722 (2024 - 67,090) C Ordinary shares of £0.1 each | 7,073 | 6,709
|  |  | 142,691 | 142,327
During the year the Company issued 3,632 C Ordinary shares of £0.10 each at a premium, for a total consideration of £31,347. Ordinary shares A and B have full voting rights, are entitled to receive dividends prorated according to the number of equity shares held and are not redeemable. Ordinary shares C do not carry voting rights, are entitled to receive dividends prorated according to the number of equity shares held and are not redeemable.
24. | Reserves
Share premium account This reserve records the amount above the nominal value received for shares sold, less transactions costs. Profit & loss account The profit and loss account comprises accumulated profits and losses less any dividends declared by the balance sheet date. - 41 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
25. | Analysis of net debt
|  | At 1 July 2024 | Cash flows | Interest paid | New loans/ finance leases | Loan interest/ arrangement fee | At 30 June 2025
|  | £ | £ | £ | £ | £ | £
| Cash at bank and in hand | 5,039,211 | 191,199 | - | - | - | 5,230,410
| Debt due after 1 year | (228,591,981) | - | 7,557,055 | (6,000,000) | (23,049,766) | (250,084,692)
| Finance leases | (6,560,787) | 3,017,297 | 678,643 | (3,451,074) | - | (6,315,921)
|  | (230,113,557) | 3,208,496 | 8,235,698 | (9,451,074) | (23,049,766) | (251,170,203)
26. | Pension commitments
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £321,829 (2024: £259,497). Contributions totalling £74,401 (2024: £55,901) were payable to the fund at the reporting date and are included in creditors.
27. | Commitments under operating leases
| At 30 June 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Not later than 1 year | 2,933,588 | 1,983,200
| Later than 1 year and not later than 5 years | 7,288,687 | 6,171,320
| Later than 5 years | 431,244 | 646,533
|  | 10,653,519 | 8,801,053
- 42 -
ORACLE VISION TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
28. | Related party transactions
| The Group has taken advantage of the exemption available under Financial Reporting Standard 102 section 33 relating to the disclosure of related party transactions between wholly owned group companies. During the year £47,375 (2024 - £43,800) was paid to the non-executive directors.
29. | Post balance sheet events
There have been no significant events affecting the Group since the year end.
30. | Controlling party
The ultimate controlling party is I Rahman.
- 43 -