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Registration number: 07822510

Oracle Care and Education Holdings Limited
Annual Report and Financial Statements
for the Year Ended 30 November 2025

Oracle Care and Education Holdings Limited

Contents

Company Information | 1
Strategic Report | 2
Directors' Report | 3
Statement of Directors' Responsibilities | 4
Independent Auditor's Report | 5 to 7
Profit and Loss Account | 8
Balance Sheet | 9
Statement of Changes in Equity | 10
Notes to the Financial Statements | 11 to 14

Oracle Care and Education Holdings Limited

Company Information

Directors | M J Calderbank J F Palmer

Registered office | Suites 1 & 5 Riverside Business Centre Foundry Lane Milford Belper Derbyshire DE56 0RN

Bankers | The Royal Bank Of Scotland PLC 41 Cornmarket Derby DE1 2DH

Auditors | Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Oracle Care and Education Holdings Limited

Strategic Report for the Year Ended 30 November 2025

The directors present their strategic report for the year ended 30 November 2025.

Principal activity

The principal activity of the company is that of a holding company.

Fair review of the business

The company has not traded during either the current or prior year. At 30 November 2025, the company had net assets of £430,328 (2024 - £430,328). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
Details of future developments, principal risks and uncertainties and key performance indicators are disclosed in the group financial statements of the company's ultimate parent company, Picnic Topco Limited.

Approved by the Board on 12 August 2026 and signed on its behalf by:

M J Calderbank
Director

Oracle Care and Education Holdings Limited

Directors' Report for the Year Ended 30 November 2025

The directors present their report and the financial statements for the year ended 30 November 2025.

Directors of the company

The directors who held office during the year were as follows:

M J Calderbank

J F Palmer

Disclosure of information to the auditors

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 12 August 2026 and signed on its behalf by:

M J Calderbank
Director

Oracle Care and Education Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 apply them consistently;

• | make judgements and accounting estimates that are reasonable and prudent;

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

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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.

Oracle Care and Education Holdings Limited

Independent Auditor's Report to the Members of Oracle Care and Education Holdings Limited

Opinion

We have audited the financial statements of Oracle Care and Education Holdings Limited (the 'company') for the year ended 30 November 2025, which comprise the Profit and Loss Account, Balance Sheet, 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 Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• | give a true and fair view of the state of the company's affairs as at 30 November 2025 and of its results 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 responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Oracle Care and Education Holdings Limited

Independent Auditor's Report to the Members of Oracle Care and Education Holdings Limited

Opinion on other matter prescribed by the Companies Act 2006

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

• | the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, 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.

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.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

Oracle Care and Education Holdings Limited

Independent Auditor's Report to the Members of Oracle Care and Education Holdings Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:

• | reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

• | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;.

• | enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

• | reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.

Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

12 August 2026

Oracle Care and Education Holdings Limited

Profit and Loss Account for the Year Ended 30 November 2025

The company has not traded during the current year or the previous year. During both years, the company received no income and incurred no expenditure and therefore made neither profit nor loss.

Oracle Care and Education Holdings Limited

(Registration number: 07822510)
Balance Sheet as at 30 November 2025

| Note | 2025 £ | 2024 £
Fixed assets |  |  |
Investments | 5 | 4,221,300 | 4,221,300
Current assets |  |  |
Debtors | 6 | 17,351 | 17,351
Creditors: Amounts falling due within one year | 7 | (3,808,323) | (3,808,323)
Net current liabilities |  | (3,790,972) | (3,790,972)
Net assets |  | 430,328 | 430,328
Capital and reserves |  |  |
Called up share capital | 8 | 6,228 | 6,228
Share premium reserve |  | 491,945 | 491,945
Capital redemption reserve |  | 10,017 | 10,017
Profit and loss account |  | (77,862) | (77,862)
Total equity |  | 430,328 | 430,328

Approved and authorised by the Board on 12 August 2026 and signed on its behalf by:

M J Calderbank
Director

Oracle Care and Education Holdings Limited

Statement of Changes in Equity for the Year Ended 30 November 2025

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 December 2024 and at 30 November 2025 | 6,228 | 491,945 | 10,017 | (77,862) | 430,328

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 December 2023 and at 30 November 2024 | 6,228 | 491,945 | 10,017 | (77,862) | 430,328

Oracle Care and Education Holdings Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

| 1 | General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Suites 1 & 5 Riverside Business Centre
Foundry Lane
Milford
Belper
Derbyshire
DE56 0RN

| 2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not prepared a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Picnic Topco Limited.

The financial statements of Picnic Topco Limited may be obtained from the company's registered office.

Group accounts not prepared

The company has taken advantage of the exemption in section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements, on the grounds that it is consolidated in the above parent company.

Going concern

The Group meets its day-to-day working capital requirements through free cash and its acquisition requirements through senior and connected party debt facilities. The Group’s forecasts and projections, covering a period of at least 12 months from the approval of these financial statements, show that the Group should be able to operate within the level of its current debt facilities.
The interest charged on the Group’s bank loans is part paid and part accrued and the forecasts show that the operating cash flows expected to be generated by the business are sufficient to comfortably comply with the required banking covenants and fund the paid element of the bank interest. As of the date of sign off of these financial statements, the Directors are in the advanced stages of agreeing an extension to the Group’s bank loan facilities, that would see the senior debt capital repayment date extended from August 2027 to May 2031.
Furthermore, whilst the shareholder loan notes are due for repayment in March 2027, the shareholder has confirmed the intention to defer any repayment of the loan notes (including accrued interest) until a future refinance or sale of the business has been concluded. After taking account of reasonably possible changes in trading performance, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Oracle Care and Education Holdings Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty,

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Oracle Care and Education Holdings Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Financial instruments (continued)
Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

| 3 | Staff costs

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

| 2025 No. | 2024 No.
Directors | 2 | 2

Directors' remuneration has been borne by a fellow group undertaking.

| 4 | Auditors' remuneration

Auditors' remuneration has been borne by a fellow group undertaking.

| 5 | Investments

| 2025 £ | 2024 £
Investments in subsidiaries | 4,221,300 | 4,221,300

Subsidiaries | £
Cost and carrying amount
At 1 December 2024 and at 30 November 2025 | 4,221,300

Oracle Care and Education Holdings Limited

Notes to the Financial Statements for the Year Ended 30 November 2025

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
Oracle Care Limited | England and Wales |
Ordinary
100%
100%

The principal activity of Oracle Care Limited is the provision of integrated, specialist education, therapeutic and care services designed to support young people aged between ten and eighteen.

| 6 | Debtors

| 2025 £ | 2024 £
Amounts owed by group undertakings | 17,351 | 17,351

| 7 | Creditors

| 2025 £ | 2024 £
Due within one year |  |
Amounts owed to group undertakings | 3,808,323 | 3,808,323

| 8 | Share capital

Allotted, called up and fully paid shares

| 2025 | 2024
| No. | £ | No. | £
Ordinary shares of £0.01 each | 179,620 | 1,796 | 179,620 | 1,796
Ordinary A shares of £0.01 each | 350,064 | 3,501 | 350,064 | 3,501
Ordinary Z shares of £0.01 each | 93,100 | 931 | 93,100 | 931
| 622,784 | 6,228 | 622,784 | 6,228

Rights, preferences and restrictions

The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu.

| 9 | Parent and ultimate parent undertaking

The company's immediate parent is Picnic Bidco Limited, incorporated in England and Wales
The ultimate parent is Picnic Topco Limited, incorporated in England and Wales, which is controlled by August Equity Partners IV GP Limited, which is registered in England and Wales. There is considered to be no single ultimate controlling party.