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Impact Topco Limited Registered number: 12215486 Annual report and consolidated financial statements For the year ended 30 September 2025
IMPACT TOPCO LIMITED COMPANY INFORMATION
Directors | J M Benson
| E C Cottrell
| D L Leslie
| P Richardson
| M J Simmonds
| N D Warnett
Registered number | 12215486
Registered office | 71 Redgate Way
| Farnworth
| Bolton
| BL4 0JL
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| One St. Peter's Square
| Manchester
| M2 3DE
IMPACT TOPCO LIMITED CONTENTS
| Page
Group Strategic Report | 1 - 2
Directors' Report | 3 - 5
Independent Auditor's Report | 6 - 9
Consolidated Statement of Comprehensive Income | 10
Consolidated Statement of Financial Position | 11
Company Statement of Financial Position | 12
Consolidated Statement of Changes in Equity | 13
Company Statement of Changes in Equity | 14
Consolidated Statement of Cash Flows | 15 - 16
Notes to the Financial Statements | 17 - 36
IMPACT TOPCO LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025
Introduction
The directors present their Group Strategic Report for the year ended 30 September 2025.
Business review
The Group is a provider of community healthcare and wellbeing services across the United Kingdom.
Principal risks and uncertainties
The principal risks that the Group faces are those of either not retaining healthcare/wellbeing provision contracts or winning suitable new ones and of significant changes in Government policy towards healthcare services. The Company manages these risks through the high levels of service delivered, active monitoring of proposed policy changes and proactive participation in the sector.
Financial key performance indicators
On 29 May 2024 the Group acquired a 100% interest in Impact Midco 1 Limited and its subsidiaries, therefore the comparative consolidated statement of comprehensive income only includes the results of these entities from this date. The Group made a Gross Profit of £7,092,418 on a Turnover of £21,086,577 (33.6%) in the year to the 30 September 2025 against £2,132,413 on a Turnover of £6,290,212 (33.9%) in the year to the 30 September 2024. EBITDA for the year ended 30 September 2025 was £1,806,009, compared with £675,129 for the year ended 30 September 2024. The loss for the year mainly reflects investor loan note interest of £2,197,392 and amortisation of £2,388,321. The main trading company within the Group, ABL Health Limited, continues to deliver profitable results.
Financial risk
The Group's operations expose it to a variety of financial risks that include the effects of changes in debt market prices, credit risk, liquidity risk and interest rate risk. The Group reviews these risks on an on-going basis. This review seeks to limit any adverse effects on the financial performance of the Group by monitoring levels of debt finance and the related finance costs. The reviews are carried out by the Group's Directors.
Directors' statement of compliance with duty to promote the success of the Group
The Directors of the Company act in accordance with the set of duties as detailed in s172 of the UK Companies Act 2006 which is summarised as follows: A director of a company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to: - The likely consequences of any decisions in the long-term; - The interests of the Group’s employees; - The need to foster the Group’s business relationships with suppliers, customers and others; - The impact of the Group’s operations on the community and environment; - The desirability of the Group maintaining a reputation for high standards of business conduct; and - The need to act fairly as between shareholders of the Company. - 1 -
IMPACT TOPCO LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025 This report was approved by the board on 30 March 2026 and signed on its behalf.
P Richardson Director
- 2 -
IMPACT TOPCO LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2025 The Directors present their report and the financial statements for the year ended 30 September 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 judgments and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
Principal activity
The principal activity of the Company is that of a holding Company. The principal activity of the Group is that of the provision of services to tackle health inequalities through the delivery of community healthcare and transforming the way that community healthcare works.
Results and dividends
The loss for the year, after taxation, amounted to £2,886,740 (2024: loss £1,189,882). No dividends were paid or declared during the year (2024: £Nil). - 3 -
IMPACT TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
Directors
The Directors who served during the year were:
J M Benson
E C Cottrell
D L Leslie
P Richardson
M J Simmonds
N D Warnett
Future developments
The business has continued to build strongly into 2026 with a number of further new contracts secured and service provision continuing to broaden, with excellent opportunities for growth across all service lines. The business has continued to invest in its specialist delivery teams, governance and its management infrastructure in order to ensure that it maintains a solid platform for continued long term growth.
Engagement with employees
Staff engagement, training, and a supportive working environment are prioritised to ensure consistent standards across all services and remain central to the Group's approach.
Engagement with suppliers, customers and others
Relationships with suppliers, quality and safety of delivery are carefully managed to ensure continuity of service quality and compliance. The Directors also consider the impact of operations on commissioning customers, clients and communities that are served and the environment.
Greenhouse gas emissions, energy consumption and energy efficiency action
The Group is required to assess its obligations under the Streamlined Energy and Carbon Reporting (SECR) framework. While the consolidated Group meets the size criteria, all underlying group companies fall below the reporting thresholds. As a result, no SECR energy or carbon figures have been reported.
Matters covered in the Group Strategic Report
The Company has chosen in accordance with Companies Act, s.414C(11) to set out in the Company's Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors Report. It has done so in respect of the review of the business, financial performance at the reporting date, future developments, and financial and non-financial key performance indicators.
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. - 4 -
IMPACT TOPCO LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 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 March 2026 and signed on its behalf.
P Richardson Director
- 5 -
IMPACT TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IMPACT TOPCO LIMITED Opinion We have audited the financial statements of Impact Topco Limited (the ‘Parent Company’) and its subsidiaries (the 'Group') for the year ended 30 September 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statement of Financial Positions, the Consolidated and Company Statement 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 September 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 or 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. - 6 -
IMPACT TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IMPACT 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 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 has 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 its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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. - 7 -
IMPACT TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IMPACT TOPCO LIMITED Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 intend either to liquidate the Group or the 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 Parent Company and their industry, we considered that noncompliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group and Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the 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. - 8 -
IMPACT TOPCO LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF IMPACT 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, in particular in relation to 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 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 Company's members as a body for our audit work, for this report, or for the opinions we have formed. Neil Barton (Senior Statutory Auditor) for and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor One St. Peter's Square Manchester M2 3DE 30 March 2026 - 9 -
IMPACT TOPCO LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 SEPTEMBER 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 21,086,577 | 6,290,212
Cost of sales |  | (13,994,159) | (4,157,799)
Gross profit |  | 7,092,418 | 2,132,413
Administrative expenses |  | (7,887,861) | (2,386,514)
Operating loss | 5 | (795,443) | (254,101)
Interest receivable and similar income | 9 | 17,228 | 5,021
Interest payable and similar expenses | 10 | (2,209,348) | (735,376)
Loss before taxation |  | (2,987,563) | (984,456)
Tax on loss | 11 | 100,823 | (205,426)
Loss for the financial year |  | (2,886,740) | (1,189,882)
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 17 to 36 form part of these financial statements.
- 10 -
IMPACT TOPCO LIMITED REGISTERED NUMBER: 12215486 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 12 |  | 16,699,360 |  | 18,864,748
Tangible assets | 13 |  | 1,375,741 |  | 1,320,491
|  |  | 18,075,101 |  | 20,185,239
Current assets |  |  |  |  |
Stocks | 15 | 323,855 |  | 198,463 |
Debtors: amounts falling due within one year | 16 | 1,038,453 |  | 1,294,424 |
Cash at bank and in hand | 17 | 2,929,474 |  | 2,001,272 |
|  | 4,291,782 |  | 3,494,159 |
Creditors: amounts falling due within one year | 18 | (4,459,342) |  | (4,131,236) |
Net current liabilities |  |  | (167,560) |  | (637,077)
Total assets less current liabilities |  |  | 17,907,541 |  | 19,548,162
Creditors: amounts falling due after more than one year | 19 |  | (19,933,180) |  | (18,421,590)
Provisions for liabilities |  |  |  |  |
Deferred taxation | 21 |  | (1,950,983) |  | (2,216,454)
Net liabilities |  |  | (3,976,622) |  | (1,089,882)
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1,000 |  | 1,000
Share premium account | 23 |  | 99,000 |  | 99,000
Profit and loss account | 23 |  | (4,076,622) |  | (1,189,882)
|  |  | (3,976,622) |  | (1,089,882)
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 March 2026.
P Richardson
Director
The notes on pages 17 to 36 form part of these financial statements. - 11 -
IMPACT TOPCO LIMITED REGISTERED NUMBER: 12215486 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 SEPTEMBER 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Investments | 14 |  | 1 |  | 1
|  |  | 1 |  | 1
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 16 | 99,999 |  | 99,999 |
|  | 99,999 |  | 99,999 |
Net assets |  |  | 100,000 |  | 100,000
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1,000 |  | 1,000
Share premium account | 23 |  | 99,000 |  | 99,000
|  |  | 100,000 |  | 100,000
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 profit after tax of the Parent Company for the period was £Nil (2024: £Nil). The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 March 2026.
P Richardson
Director
The notes on pages 17 to 36 form part of these financial statements. - 12 -
IMPACT TOPCO LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 October 2023 | - | - | - | -
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (1,189,882) | (1,189,882)
Total comprehensive expense for the year | - | - | (1,189,882) | (1,189,882)
Contributions by and distributions to owners |  |  |  |
Shares issued during the year | 1,000 | 99,000 | - | 100,000
At 1 October 2023 | - | - | - | -
Total transactions with owners | 1,000 | 99,000 | - | 100,000
At 1 October 2024 | 1,000 | 99,000 | (1,189,882) | (1,089,882)
Comprehensive expense for the year |  |  |  |
Loss for the year | - | - | (2,886,740) | (2,886,740)
Total comprehensive expense for the year | - | - | (2,886,740) | (2,886,740)
At 30 September 2025 | 1,000 | 99,000 | (4,076,622) | (3,976,622)
| The notes on pages 17 to 36 form part of these financial statements.
- 13 -
IMPACT TOPCO LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Called up share capital | Share premium account | Total equity
| £ | £ | £
Comprehensive income for the year |  |  |
Profit for the year | - | - | -
Total comprehensive income for the year | - | - | -
Contributions by and distributions to owners |  |  |
Shares issued during the year | 1,000 | 99,000 | 100,000
Total transactions with owners | 1,000 | 99,000 | 100,000
At 1 October 2024 | 1,000 | 99,000 | 100,000
Comprehensive income for the year |  |  |
Profit for the year | - | - | -
Total comprehensive income for the year | - | - | -
At 30 September 2025 | 1,000 | 99,000 | 100,000
| The notes on pages 17 to 36 form part of these financial statements.
- 14 -
IMPACT TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
Loss for the financial year | (2,886,740) | (1,189,882)
Adjustments for: |  |
Amortisation of intangible assets | 2,388,321 | 833,550
Depreciation of tangible assets | 213,131 | 95,680
Interest paid | 2,209,348 | 735,376
Interest received | (17,228) | (5,021)
Taxation charge | (100,823) | 205,426
(Increase)/decrease in stocks | (125,392) | 56,759
Decrease in debtors | 255,971 | 285,347
Increase in creditors | 384,939 | 924,093
Corporation tax (paid)/received | (221,481) | -
Net cash generated from operating activities | 2,100,046 | 1,941,328
Cash flows from investing activities |  |
Purchase of intangible fixed assets | (222,933) | (113,055)
Purchase of tangible fixed assets | (276,881) | (146,130)
Sale of tangible fixed assets | 8,500 | -
Interest received | 17,228 | 5,021
Purchase of subsidiary (net of cash) | - | 499,284
Net cash from investing activities | (474,086) | 245,120
- 15 -
IMPACT TOPCO LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) FOR THE YEAR ENDED 30 SEPTEMBER 2025
|  | 2025 | 2024
|  | £ | £
Cash flows from financing activities |  |
Issue of ordinary shares | - | 100,000
Interest paid | (697,758) | (285,176)
Net cash used in financing activities | (697,758) | (185,176)
Net increase in cash and cash equivalents | 928,202 | 2,001,272
Cash and cash equivalents at beginning of year | 2,001,272 | -
Cash and cash equivalents at the end of year | 2,929,474 | 2,001,272
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 2,929,474 | 2,001,272
| 2,929,474 | 2,001,272
- 16 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. | General information
Impact Topco Limited (the 'Company') is a private company limited by shares, incorporated in England and Wales. The Company's registered number is 12215486. The address of its registered office is 71 Redgate Way, Farnworth, Bolton, England, BL4 0JL. The financial statements have been presented in Pound Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound. 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 judgment 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 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 | Going concern
These financial statements have been prepared on a going concern basis. The directors, having considered the financial position of the Group for a period of at least twelve months from the date of signing these financial statements, have no reason to believe that a material uncertainty exists that may cast doubt about the ability of the Group to continue as a going concern. Whilst a loss has been recorded at a consolidated level, the main trading entity within the Group (ABL Health Limited) continues to deliver profits. At a consolidated basis the Group is EBITDA positive with over £2m in cash at the balance sheet date. The loss for the year mainly reflects investor loan note interest of £2,197,392 and amortisation of £2,388,321. Accordingly the directors have a reasonable expectation that the Group will continue in operational existence and thus they adopt the going concern basis of accounting in preparing the financial statements. - 17 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025 2.Accounting policies (continued)
| 2.4 | 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.
| 2.5 | 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.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 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. - 18 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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 other creditors 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; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. 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. - 19 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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. At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount. 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:
|  |  |  | Customer contracts | - |  | 14.3% per annum
|  |  |  | Development expenditure | - |  | 25% per annum
|  |  |  | Goodwill | - |  | 10% per annum
| 2.13 | Tangible fixed 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. - 20 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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 a reducing balance basis. Depreciation is provided on the following basis:
|  |  |  | Leasehold property | - | Straight-line basis over the lease term
|  |  |  | Plant & machinery | - | 25% reducing balance
|  |  |  | Motor vehicles | - | 25% reducing balance
|  |  |  | Fixtures & fittings | - | 15% reducing balance
|  |  |  | Equipment | - | 25% reducing balance
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 | Stocks
Stocks are 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. Work in progress and finished goods include labour and attributable overheads. At each reporting date, stocks are assessed for impairment. If stock 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. - 21 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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. 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. - 22 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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. - 23 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
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 statutory financial statements are discussed below. Assessing indicators of impairment In assessing whether there have been any indicators of impairment 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. Key sources of estimation uncertainty Determining useful economic lives of intangible and tangible fixed assets The Group amortises and depreciates intangible and tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on variety of factors, including technological innovation, product life cycles and maintenance programmes. The judgment is applied by management when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices. Valuation of investment and goodwill The Group has performed calculations and undertaken judgments in order to calculate the value of the investment and the goodwill on acquisition. The Group amortises the goodwill over its estimated useful life. The estimation of the useful life is based on expectations about future economic performance. - 24 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
4. | Turnover
All turnover arose within the United Kingdom and relates to the Group’s principal activity of delivering community healthcare services.
5. | Operating loss
| The operating loss is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible assets | 213,131 | 95,680
| Amortisation of intangible assets | 2,388,321 | 833,550
| Other operating lease rentals | 398,281 | 345,737
6. | Auditor's remuneration
| During the year, the Group obtained the following services from the Company's auditor:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements | 37,350 | 53,525
| Fees payable to the Company's auditor in respect of: |  |
| Taxation compliance services | 8,650 | 9,250
| All non-audit services not included above | 16,335 | 17,900
- 25 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Wages and salaries | 11,769,248 | 8,015,243
| Social security costs | 1,260,030 | 759,590
| Cost of defined contribution scheme | 446,307 | 357,672
|  | 13,475,585 | 9,132,505
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | Group | Group | Company | Company
|  |  | 2025 | 2024 | 2025 | 2024
|  |  | No. | No. | No. | No.
|  | Administration | 109 | 93 | - | -
|  | Delivery and operations | 335 | 250 | - | -
|  | Management | 6 | 7 | 6 | 7
|  |  | 450 | 350 | 6 | 7
8. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 373,461 | 384,223
| Group contributions to defined contribution pension schemes | 31,313 | 124,143
|  | 404,774 | 508,366
| During the year retirement benefits were accruing to 3 Directors (2024 - 3) in respect of defined contribution pension schemes.
| The highest paid Director received remuneration of £127,000 (2024 - £137,553).
| The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £6,060 (2024 - £4,978).
- 26 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
9. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 17,228 | 5,021
10. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 11,956 | 13,584
| Other loan interest payable | 2,197,392 | 721,792
|  | 2,209,348 | 735,376
11. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 160,128 | 221,481
| Adjustments in respect of previous periods | 4,520 | (14,217)
| Total current tax | 164,648 | 207,264
| Deferred tax |  |
| Origination and reversal of timing differences | 22,846 | 82,255
| Deferred tax arising on intangible assets on acquisition | (288,317) | (84,093)
| Total deferred tax | (265,471) | (1,838)
|  | (100,823) | 205,426
- 27 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 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 | (2,987,563) | (984,456)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (746,891) | (246,114)
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | 281,109 | 93,284
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | - | 42,635
| Movement in deferred tax not recognised | 377,897 | 123,353
| Adjustments to tax charge in respect of prior periods | 4,520 | (14,217)
| Adjustments to tax charge in respect of prior periods- deferred tax | (19,432) | -
| Fixed asset differences | 1,974 | 21,236
| Other differences leading to an increase/(decrease) in the tax charge | - | 185,249
| Total tax charge for the year | (100,823) | 205,426
| Factors that may affect future tax charges
There were no factors that may affect future tax charges. - 28 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
12. | Intangible assets
| Group
|  | Customer contracts | Development expenditure | Goodwill | Total
|  | £ | £ | £ | £
| Cost |  |  |  |
| At 1 October 2024 | 8,072,872 | 549,879 | 11,238,780 | 19,861,531
| Additions | - | 222,933 | - | 222,933
| At 30 September 2025 | 8,072,872 | 772,812 | 11,238,780 | 20,084,464
| Amortisation |  |  |  |
| At 1 October 2024 | 384,422 | 237,735 | 374,626 | 996,783
| Charge for the year | 1,153,267 | 110,620 | 1,124,434 | 2,388,321
| At 30 September 2025 | 1,537,689 | 348,355 | 1,499,060 | 3,385,104
| Net book value |  |  |  |
| At 30 September 2025 | 6,535,183 | 424,457 | 9,739,720 | 16,699,360
| At 30 September 2024 | 7,688,450 | 312,144 | 10,864,154 | 18,864,748
- 29 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
13. | Tangible fixed assets
| Group
|  | Leasehold property | Motor vehicles | Fixtures & fittings | Plant and machinery | Equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost |  |  |  |  |  |
| At 1 October 2024 | 755,176 | 14,900 | 163,399 | 994,351 | 157,551 | 2,085,377
| Additions | - | - | 10,502 | 246,914 | 19,465 | 276,881
| Disposals | - | (14,900) | - | - | - | (14,900)
| At 30 September 2025 | 755,176 | - | 173,901 | 1,241,265 | 177,016 | 2,347,358
| Depreciation |  |  |  |  |  |
| At 1 October 2024 | 107,786 | 4,005 | 107,675 | 459,111 | 86,309 | 764,886
| Charge for the year | 7,895 | 2,395 | 10,628 | 172,274 | 19,939 | 213,131
| Disposals | - | (6,400) | - | - | - | (6,400)
| At 30 September 2025 | 115,681 | - | 118,303 | 631,385 | 106,248 | 971,617
| Net book value |  |  |  |  |  |
| At 30 September 2025 | 639,495 | - | 55,598 | 609,880 | 70,768 | 1,375,741
| At 30 September 2024 | 647,390 | 10,895 | 55,724 | 535,240 | 71,242 | 1,320,491
- 30 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
14. | Fixed asset investments
| Company
|  | Investments in subsidiary companies
|  | £
| Cost and net book value |
| At 1 October 2024 | 1
| At 30 September 2025 | 1
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Class of shares | Holding
| Impact Midco 1 Limited | 71 Redgate Way, Farnworth, Bolton, England, BL4 0JL | Ordinary | 100%
| Impact Midco 2 Limited* | 71 Redgate Way, Farnworth, Bolton, England, BL4 0JL | Ordinary | 100%
| ABL 789 Holdings Limited* | 71 Redgate Way, Farnworth, Bolton, England, BL4 0JL | Ordinary | 100%
| ABL Health Limited* | Royal Bolton Hospital Redgate Way, Farnworth, Bolton, BL4 0JL | Ordinary | 100%
| Impact Bidco Limited* | 71 Redgate Way, Farnworth, Bolton, England, BL4 0JL | Ordinary | 100%
| All subsidiaries marked with a * are companies which are indirectly held by Impact Topco Limited. Impact Midco 2 Limited and ABL789 Holdings Limited were exempt from the requirements relating to audit of the individual financial statements by virtue of section 479A of the Companies Act 2006.
15. | Stocks
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Finished goods and goods for resale | 323,855 | 198,463
| In the opinion of the directors, the replacement value of inventories does not differ materially from the book value. Inventories are stated after the provision for impairment of £15,384 (2024: £2,000).
- 31 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
16. | Debtors
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 369,784 | 272,276 | - | -
| Amounts owed by group undertakings | - | - | 99,999 | 99,999
| Other debtors | 81,790 | 94,869 | - | -
| Prepayments and accrued income | 586,879 | 927,279 | - | -
|  | 1,038,453 | 1,294,424 | 99,999 | 99,999
| Amounts owed by group undertakings are interest free and repayable on demand.
17. | Cash and cash equivalents
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Cash at bank and in hand | 2,929,474 | 2,001,272
18. | Creditors: Amounts falling due within one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Trade creditors | 553,382 | 623,742
| Corporation tax | 151,747 | 208,580
| Other taxation and social security | 326,825 | 193,402
| Other creditors | 82,243 | 12,288
| Accruals and deferred income | 3,345,145 | 3,093,224
|  | 4,459,342 | 4,131,236
| Following the acquisition on 29 May 2024, Bay Tree Private Equity LLP issued a fixed and floating charge over all property of the Company.
- 32 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
19. | Creditors: Amounts falling due after more than one year
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Bank loans | 5,825,000 | 5,825,000
| Other loans | 14,108,180 | 12,596,590
|  | 19,933,180 | 18,421,590
Other loans totalling £14,108,180 relate to management shareholder loan notes and investor loan notes. Management shareholder loan notes amount to £2,131,209 and accrue interest at 12% per annum. Interest accrued in the year totalled £255,385, increasing the balance to £2,386,954. These loan notes are repayable after more than five years. Investor loan notes amount to £10,465,381 and also accrue interest at 12% per annum. Interest accrued in the year amounted to £1,255,845, bringing the balance to £11,721,226. These loan notes are likewise repayable after more than five years. Bank loans relate to a facility that is repayable in full at the end of its four year term. The loan is secured by a fixed and floating charge over all real property of Impact Bidco Limited and the Company. Interest is charged at a margin of 7% above the Bank of England base rate.
20. | Loans
| Analysis of the maturity of loans is given below:
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Amounts falling due 2-5 years |  |
| Bank loans | 5,825,000 | 5,825,000
| Amounts falling due after more than 5 years |  |
| Other loans | 14,108,180 | 12,596,590
|  | 19,933,180 | 18,421,590
- 33 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
21. | Deferred taxation
| Group
|  | 2025 | 2024
|  | £ | £
| At beginning of year | (2,216,454) | -
| Charged to profit or loss | (22,846) | 1,838
| Arising on business combinations | - | (2,218,292)
| Deferred tax on intangible assets on acquisition released to profit or loss | 288,317 | -
| At end of year | (1,950,983) | (2,216,454)
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (305,175) | (282,329)
| Deferred tax arising on intangible assets on acquisition | (1,645,808) | (1,934,125)
|  | (1,950,983) | (2,216,454)
- 34 -
IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 70,551 (2024 - 70,551) Ordinary A shares of £0.01 each | 705.51 | 705.51
|  | 14,449 (2024 - 14,449) Ordinary B shares of £0.01 each | 144.49 | 144.49
|  | 15,000 (2024 - 15,000) Ordinary C shares of £0.01 each | 150.00 | 150.00
|  | 0 (2024 - 1) Ordinary shares of £0.01 each | - | 0.01
|  |  | 1,000.00 | 1,000.01
| On 30 January 2025, the Company reduced its issued share capital by £0.01 through the cancellation of one ordinary share, with the reduction repaid to the shareholder. The A and B Ordinary shares are non-redeemable but hold full rights in respect of voting, and shares are considered separately by the directors when considering dividends from time to time. The C Ordinary shares do not hold voting rights and shares are considered separately by the directors when considering dividends from time to time. The Ordinary shares are non-redeemable but hold full rights in respect of voting, dividend and capital distribution.
23. | Reserves
Share premium account This reserve represents the value of shares above the nominal share price. Profit & loss account Includes all current and prior period retained profits and losses less dividends declared.
24. | Analysis of net debt
|  | At 1 October 2024 | Cash flows | At 30 September 2025
|  | £ | £ | £
| Cash at bank and in hand | 2,001,272 | 928,202 | 2,929,474
| Debt due after 1 year | (18,421,590) | (1,511,590) | (19,933,180)
|  | (16,420,318) | (583,388) | (17,003,706)
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IMPACT TOPCO LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
25. | Contingent liabilities
As at 30 September 2024, the Group has bank loan balances outstanding of £5,825,000 (2024: £5,825,000). These loans were secured by way of fixed and floating charges over the assets of the Company and the assets of other group companies as follows: Impact Midco 2 Limited, Impact Midco 1 Limited, Impact Bidco Limited, ABL Health Limited and ABL789 Holdings Limited.
26. | Pension commitments
The Group operates a defined contribution 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 £446,307 (2024: £175,918). There was £77,544 outstanding contributions (2024: £11,010) at end of the financial year.
27. | Commitments under operating leases
| At 30 September 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 | 289,740 | 174,931
| Later than 1 year and not later than 5 years | 361,297 | 164,877
| Later than 5 years | 7,383 | -
|  | 658,420 | 339,808
28. | Related party transactions
| The Company has taken advantage of the exemption conferred by FRS 102 Section 33 not to disclose transactions with wholly owned members of the group. Key management personnel are deemed to be the directors. During the period recharges were made to an entity with a common directorship amounting to £22,534 (2024: £7,397). The balance owed as at 30 September 2024 was £Nil (2024: £Nil). A loan introduced from the controlling party in the prior year amounted to £10,465,381, accruing interest at 12% per annum. Interest accrued in the current year totalled £1,255,845, increasing the balance to £11,721,226. The loan notes are repayable after more than five years.
29. | Controlling party
The immediate parent and ultimate controlling company is Bay Tree Impact Co-Invest LP, a company incorporated in England and Wales with registered address: 4th Floor 95 Chancery Lane, London, England, WC2A 1DT.
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