The directors present the strategic report for the period ended 30 April 2026.

OCL Vision Group Ltd (the ‘Group’) continues to be a leading provider of specialist eye care, combining the expertise of world-leading clinicians and the best technology to deliver excellent care and a superior patient experience. The Group operates across four locations in London, Hertfordshire and Eastbourne offering a wide range of ophthalmic procedures. The Group's strategy centres on excellence in clinical outcomes, organic and nonorganic growth and operational efficiency.

In March 2025 the Group successfully attracted investment from UK private equity investor, BGF, who took a minority stake in the business. The Board have confidence that BGF’s expertise and resources will support the Group’s ambitions over the coming years. Like all transactions of this type, the one-off costs were significant.

Change of Accounting Period

Historically, the financial period for the Group covered 1 December – 30 November. The Board agreed to change the reporting period to 1 May – 30 April to better align with the seasonality of the business. This report, therefore, covers a transitional 17-month period 1 December 2024 – 30 April 2026.

Financial Performance

The financial period delivered strong performance against a backdrop of economic uncertainty and a competitive market. The company has a good market position and a nationally recognised brand leaving it well-placed to continue to its journey of growth.

Acquisition

In March 2026 the Group acquired Eastbourne Vision Limited, a business based in East Sussex that provides premium ophthalmic services. Following the acquisition the Group has invested in a refurbishment of the current surgical facilities and a new, dedicated theatre. As part of the acquisition the Group acquired the services of Mr Shah Kashani, a highly experienced and respected ophthalmologic surgeon.

The Group identifies and mitigates risks to ensure sustainable operations. Comprehensive strategies address key risk areas, such as:

• Regulatory compliance: Regular audits and adherence to evolving healthcare standards

• Economic uncertainty: Diversification of revenue streams to withstand fluctuations in demand

• Technology and systems: Continuous investment in equipment and operations to ensure patients and staff are provided with the highest quality service.

Growth and Expansion

Supported by the external investment and trading performance, the Group plans to:

• Establish new clinics in underserved regions;

• Expand services in existing locations by investing in new equipment and surgeons; and,

• Leverage partnerships with key players in the healthcare sector for joint initiatives, including optometrists, GPs and others.

Patient-centred initiatives

Recognising the importance of patient satisfaction, the Group has implemented the following measures:

• Concierge service;

• Dedicated app to support and guide patients;

• Enhanced feedback mechanisms;

• Convenient call back booking for enquiries; and,

• Patient Portal with ability to view appointments and make payments.

Future Outlook

OCL Vision Group anticipates continued growth, supported by strategic investments and an unwavering focus on delivering high-quality care. The Group’s leadership team is confident in achieving its ambitious goals for the next financial year, centred on innovation, operational excellence, and enhanced patient experiences.

Key performance indicators are outlined below:

£m         12m to Nov 2023         12m to Nov 2024 17m to Apr 2026

Turnover            £13.8            £15.0            £23.3

Gross Profit        £6.9            £7.5            £13.0

EBITDA (adj.)        £1.6            £1.8            £3.1

EBITDA (adj.) is calculated after adding back £1.7m in costs deemed by management to be exceptional and/or non-recurring. This includes transaction costs relating to the equity investment by BGF Nominees Ltd and other related expenses, such as the implementation of a share-based incentive scheme. The adjusted EBITDA figure is intended to show a ‘normalised’ trading performance for the group.

In addition, the Board monitor a number of other KPIs, the most important being those that relate to patient safety and satisfaction. These are commercially sensitive and not disclosed publicly.

The Group’s growing revenues and EBITDA illustrate the company’s success in attracting new customers in an industry with low rate of return customers. Investment in the Group’s infrastructure through an expanded workforce, additional leadership and improved systems ensures projected growth and strategic objectives can be met.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 April 2026.

The principal activity of the company and group continued to be that of ophthalmic services.

The results for the period are set out on page 9.

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

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

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

Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have prepared the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company, 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 and then 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 group and parent company will continue in business.

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

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

We have audited the financial statements of OCL Vision Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 April 2026 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2026 and of the group's loss for the period 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 ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted this statement is not a guarantee as to the group's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• The information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's 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 either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the group through discussions with directors and other management;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006.

• we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal expenses; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

• understanding the business model as part of the control and business environment;

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions; and

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias.

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

• agreeing financial statement disclosures to underlying supporting documentation;

• enquiring of management as to actual and potential litigation and claims; and

• enquiring with the group of actual and potential non-compliance with laws and regulations.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,820 (2024 - £184,605 loss).

OCL Vision Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 55 New Cavendish Street, London, W1G 9TF.

The group consists of OCL Vision Group Limited and all of its subsidiaries.

As part of a corporate restructuring within the OCL Vision Group Limited group, the current accounting period has been extended, and now covers a seventeen-month period. Therefore, comparative amounts presented in the financial statements are not entirely comparable.

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

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

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

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

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

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

All financial statements are made up to 30 April 2026. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

At the time of approving the financial statements, the directors have a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Revenue from the sale of services is in the form of ophthalmic services rendered. Turnover is recognised at the time in which the medical service is performed on the patient.

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

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

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

Stocks are stated at the lower of cost and estimated realisable value through their use in the provision of ophthalmic services to patients. Stock comprises of finished goods, predominantly consumables such as medications and disposable equipment used in eye surgery operations.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated realisable value is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’.

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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

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

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

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

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

Basic financial liabilities, including creditors and bank loans, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

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

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

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

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The costs of short-term employee benefits are recognised as a liability and an expense.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the statement of financial position as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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

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

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

Accounting for bad debt involves the use of estimates and judgements for determining the likely amount of debtor balances deemed to be irrecoverable.

The Directors regularly review the bad debt provision and make adjustments as necessary to reflect the estimated current expected recoverable amount of debtor balances. A significant change in the bad debt provision can have a significant change on the gross assets in the accounts for the period and is therefore considered to be a key accounting estimate.

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

Their aggregate remuneration comprised:

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

On 5 March 2026, OCL London Limited, a wholly owned subsidiary of OCL Vision Group Limited, acquired the entire issued share capital of Eastbourne Vision Limited. Following the acquisition, the trade and net assets of Eastbourne Vision Limited were transferred to OCL London Limited.

As a consequence of this, acquisition goodwill previously included within the carrying value of the investment in Eastbourne Vision Limited has been recognised separately as an intangible fixed asset. This goodwill represents the excess of the cost of the investment over the fair value of the identifiable net assets acquired at the date of acquisition.

In these group financial statements, the investment in Eastbourne Vision Limited by OCL London Limited has been eliminated on consolidation.

The directors of the Group consider that the goodwill is attributable to the expected future economic benefits arising from the acquired business for a period of 10 years. As such, goodwill is amortised over the 10 year useful economic life and will be reviewed for indicators of impairment at each reporting date.

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

On 31 January 2025, OCL Vision Group Limited entered into a share for share exchange agreement with a former minority shareholder. As part of this, shares in OCL London Limited were transferred to OCL Vision Group Limited from the former minority shareholder, in consideration of the allotment of shares in OCL Vision Group Limited.

On this date, OCL Vision Group Limited issued 45 ordinary shares to the former minority shareholder at a nominal value of £1 and a premium of £16,307.67 per share.

Details of the company's subsidiaries at 30 April 2026 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Under section 479A & 479C - audit exemption for a subsidiary company, OCL London Limited has provided a statement of guarantee by a parent undertaking of a subsidiary undertaking on behalf of:

• Eastbourne Vision Limited

Consequently, the above entity is exempt from the requirements of the Companies Act having taken exemption under section 479A relating to the audit of their individual accounts.

Under section 480 - dormant companies, the following subsidiary has elected to take advantage of the audit exemption available in respect of dormant companies:

• Mark Wilkins Limited

Other creditors includes £500,000 in respect of deferred consideration due as part of the transaction in which OCL London Limited acquired Eastbourne Vision Limited in the period.

The long-term loans are secured by fixed and floating charges over the company and group's assets in favour of HSBC Bank Plc.

Within other loans is a £2.5m loan balance due to one of the group's shareholders. The loan is repayable in 4 equal instalments of £625,000 on 1 March 2030, 31 August 2030, 1 March 2031 and 31 August 2031. The loan attracts a flat interest rate of 10% per annum. The loan is secured by a fixed and floating charge over the assets of the group.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

The following are the major deferred tax liabilities and assets recognised by the group and company:

The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

During the period, the Group introduced an Enterprise Management Incentive (EMI) share option scheme for certain senior employees and directors. Under this scheme, participants are granted share options over B Ordinary Shares and C Ordinary Shares in OCL Vision Group Limited.

The options vest over a period of four years and are subject to continued employment in the Company. Following vesting, the options become exercisable in accordance with the terms of the scheme upon the occurence of a qualifying exit event, such as a sale.

As at period end, there were 221,361 active options over B Ordinary Shares, and 73,787 active options over C Ordinary Shares.

The B Ordinary Shares and C Ordinary Shares are growth shares and super-growth shares which participate in future value creation above specified hurdle values. B Ordinary Shares particupate in value generated above a threshold enterprise value of £21.4m, whilst the C Ordinary Shares participate in value generated above a threshold enterprise value of £100m. As such, the value realised by the participants will be dependent upon future growth in the value of the Group.

The fair value of options granted is determined at the grant date using an appropriate valuation model.

In accordance with the reporting standard, each year a charge is recognised in the statement of profit and loss with a corresponding credit to a share-based payment reserve in equity. Management have calculated the fair value of the growth shares in line with suitable models and growth estimates for the group and, for the period from scheme initiation on 11 February 2026 until period end, they have deemed the charge to be immaterial to the financial statements. As such, no charge has been recognised in the statement of profit and loss for the current period owing to the immaterial value of the expense in this period.

On 31 January 2025, OCL Vision Group Limited issued 45 ordinary shares at a nominal value of £1 and a premium of £16,307.67 per share.

On 26 February 2025, OCL Vision Group Limited sub-divided 1,155 ordinary shares with nominal value of £1 per share into 1,155,000 ordinary shares with nominal value of £0.001 per share.

On 26 February 2025, OCL Vision Group Limited issued 13,787 ordinary shares at a nominal value of £0.001 and a premium of £15.240513 per share.

On 24 March 2025, OCL Vision Group Limited redesignated 411,000 ordinary shares as A ordinary shares at the same nominal value of £0.001.

On 11 February 2026, OCL Vision Group Limited issued 18,447 B ordinary shares at a nominal value of £0.001 and a premium of £Nil.

On 24 April 2026, OCL Vision Group Limited issued 11,688 ordinary shares at a nominal value of £0.001 and a premium of £15.240513 per share.

Ordinary and A Ordinary shares carry broadly similar rights in respect of voting and board representation in normal circumstances. A Ordinary shares carry certain enhanced rights in specific scenarios, which are further detailed in note 29. B Ordinary shares were issued as incentive shares to key members of the Group’s management and leadership team. These shares have no voting rights or board representation.

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

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

Subsequent to the reporting date, the Group's management have proposed a group restructuring plan under which the trade and net assets of OCL Elstree Limited and OCL Kensington Limited, both wholly-owned subsidiaries of OCL Vision Group Limited, will be transferred to OCL London Limited, another subsidiary of OCL Vision Group Limited, by way of intra-group hive-ups during the forthcoming year.

This proposed reorganisation forms part of the Group's ongoing effort to simplify its corporate structure and operations. The transactions will not result in any change in the ultimate ownership or control of the underlying businesses.

As the proposed hive-ups have not commenced or completed at the reporting date, no adjustments have been made to the amounts recognised in these financial statements.

The proposed reorganisation is not expected to have a material impact on the Group's consolidated net assets, results, or cash flows, as the businesses involved are all wholly-owned members of Group.

On the 17 June 2026 OCL London Limited drew on a £1.0m term loan that amortises over five years.  The loan will be used to fund the development of a surgical theatre, new consultation rooms and associated capital equipment for our Polegate site in Eastbourne.  The theatre is due to open in December 2026 and will mean the Company’s surgeons can perform consultations, diagnoses and surgical procedures in the same high quality site.

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

The following amounts were outstanding at the reporting end date:

The Group’s issued share capital is made up of 769,475 Ordinary shares, 411,000 A Ordinary shares and 18,447 B Ordinary shares. Both Ordinary and A Ordinary shares have similar rights in normal circumstances and voting rights are in proportion to the share capital. B Ordinary shares have no voting rights or board representation.

The A Ordinary shares were issued to BGF Nominees Ltd and, as common with minority private equity investors, have certain rights attached in the event of an exit and priority in the distribution of any proceeds. Through the A Ordinary shares BGF Nominees Ltd hold certain rights relating to investor consent and decision making but the Board do not consider these as giving BGF Nominees Ltd control or dominant influence over the financial and operating policies of the Company.

As such, the directors consider that there is no ultimate controlling party.