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Registered number: 14553673
PSYCH-UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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PSYCH-UK LIMITED
COMPANY INFORMATION
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Dr C Abbasian (resigned 29 October 2024)
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A L Dowling (resigned 29 October 2024)
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Dr A J Montgomery (resigned 29 October 2024)
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R Holmes (appointed 3 March 2026)
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M Wiltshire (resigned 29 October 2024)
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Chartered Accountants & Statutory Auditor
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PSYCH-UK LIMITED
CONTENTS
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Independent Auditor's Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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PSYCH-UK LIMITED
STRATEGIC REPORT
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
The directors present their strategic report for the 18 month period ended 31 August 2025.
Psych-UK Limited is the UK’s leading provider of digital psychiatry services, primarily supporting the NHS through online ADHD and ASD assessments. Our mission is to improve access to mental health care by leveraging technology to increase clinical capacity and reduce waiting times.
Business Model & Strategy
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We operate a fully digital platform connecting patients with qualified clinicians. Our strategy focuses on:
• Enhancing patient experience through streamlined digital pathways.
• Expanding clinical capacity via recruitment, AI tools, and clinician engagement.
The Company has delivered strong financial growth, with improved margins. We aim to scale our model nationally and further into the private sector, while maintaining high standards of care and safety.
Principal risks and uncertainties
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∙Market and Regulatory Risk: the Company operates in a regulated healthcare market and is exposed to changes in commissioning priorities, customer demand and healthcare policy.
∙Clinician Capacity: National shortage of mental health professionals. Addressed via pro-active recruitment, and digital platform improvements.
∙Regulatory Risk: CQC compliance is critical. Most recently rated "Good".
Key Performance Indicators
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To monitor performance and guide strategic decision-making, the Company tracks the following financial and non-financial KPIs:
Please note the comparative information above relates to a 14 month period ending 29 February 2024 compared to a 18 month period ending 31 August 2025 for the current period.
∙Financial KPIs
∙Turnover: £159.8 million (2025), up from £53.3 million (2024), reflecting strong growth in service demand.
∙Net Assets: £30.3 million (2025), up from £3.2 million (2024), demonstrating improved financial performance.
∙Non-Financial KPIs
∙CQC Rating: “Good” across all domains following the announcement in June 2025 (inspection took place Jan – Mar 2025), with a strategic goal of achieving “Outstanding”.
∙Employee Headcount: Average of 247 employees during the period, including 53 direct clinical staff and 194 administrative staff.
Directors' statement of compliance with section 172 duty to promote the success of the Company
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Directors have acted to promote the long-term success of the Company, considering the interests of patients, employees, customers, suppliers, and the wider community. We remain committed to sustainable growth, high quality care, and responsible governance.
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PSYCH-UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
This report was approved by the board and signed on its behalf.
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PSYCH-UK LIMITED
DIRECTORS' REPORT
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
The directors present their report and the financial statements for the 18 month period ended 31 August 2025.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the 18 month period, after taxation, amounted to £5,891,251 (14 month period ended 29 February 2024 - loss £992,818).
A dividend of £11,917,107 was paid during the 18 month period (14 month period ended 29 February 2024: £Nil).
The directors who served during the 18 month period and up to the date of signing were:
Dr C Abbasian (resigned 29 October 2024)
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A L Dowling (resigned 29 October 2024)
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Dr A J Montgomery (resigned 29 October 2024)
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R Holmes (appointed 3 March 2026)
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PSYCH-UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
In preparing and approving these financial statements the Directors have given due consideration to going concern risks.
After due consideration of these factors, the Directors consider that there are no material uncertainties about the Group’s ability to continue as a going concern and are satisfied that the Group will be able to operate with the available facilities for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements.
Engagement with suppliers, customers and others
The Company recognises the importance of maintaining strong and transparent relationships with its suppliers, customers, and other stakeholders. Regular communication is maintained to ensure mutual understanding and alignment of expectations.
The company engages with suppliers through structured procurement processes, ensuring ethical sourcing and timely payments. Customer engagement is supported by feedback mechanisms, service reviews, and continuous improvement initiatives to enhance satisfaction and loyalty.
The directors consider that fostering collaborative relationships with all business partners contributes to the long term success of the company and supports its strategic objectives.
Disabled employees
The Company’s managers are instructed to give sympathetic consideration, when recruiting, to applications from disabled persons. Managers are also required to bear in mind the special needs of disabled employees (including those who become disabled while in the Company’s employment) in the work place, and to seek to ensure that the handicaps suffered by disabled employees do not adversely affect their promotional prospects.
Psych-UK Limited is committed to encouraging diversity amongst the workforce and to eliminate discrimination. Our aim is to create an open and inclusive workplace culture in which employees are able to give their best by feeling respected and valued and having a workforce that is representative of a variety of cultures and all sectors of society.
It is the Company’s policy to provide appropriate training for all employees in order to optimise business performance, and ensure safe, efficient and effective working practices. Consideration will be given to individual employee aspirations in the context of overall business requirements.
Qualifying third party indemnity provisions
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The Company has taken out qualifying third party indemnity insurance in respect of the director and officers of the Company.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or less.
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PSYCH-UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
Disclosure of information to auditor
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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'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's auditor is aware of that information.
Post balance sheet events
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The two subsidiary companies, PUK Management Services Limited and Software Solutions South West Limited both plan to liquidate following the period end.
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 and signed on its behalf.
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PSYCH-UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSYCH-UK LIMITED
Opinion
We have audited the financial statements of Psych-UK Limited (the ‘Company’) for the 18 month period ended 31 August 2025 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company’s affairs as at 31 August 2025 and of its profit for the 18 month 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the 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 and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and Directors' 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.
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PSYCH-UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSYCH-UK 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 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.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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PSYCH-UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSYCH-UK LIMITED
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 company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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PSYCH-UK LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PSYCH-UK LIMITED
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Jonathan Marchant (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
8th Floor
Assembly Building C
Cheese Lane
Bristol
BS2 0JJ
28 May 2026
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PSYCH-UK LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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18 month period ended 31 August
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14 month period ended 29 February
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Profit/(loss) for the financial period
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There was no other comprehensive income for 18 month period ended 31 August 2025 (14 month period ended 29 February 2024: £Nil).
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The notes on pages 13 to 34 form part of these financial statements.
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PSYCH-UK LIMITED
REGISTERED NUMBER: 14553673
BALANCE SHEET
AS AT 31 AUGUST 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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PSYCH-UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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Comprehensive income for the 14 month period
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Loss for the 14 month period
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Total comprehensive income for the 14 month period
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Contributions by and distributions to owners
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Shares issued during the 14 month period
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Comprehensive income for the 18 month period
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Profit for the 18 month period
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Total comprehensive income for the 18 month period
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Contributions by and distributions to owners
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Dividends: Equity capital
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Shares issued during the 18 month period
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The notes on pages 13 to 34 form part of these financial statements.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
Psych-UK Limited is a private limited company by shares incorporated in England and Wales, registered number 14553673. The registered office is 3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG.
These financial statements have been presented for the 18 month period from 1 March 2024 to 31 August 2025. The Company changed its period end to 31st August to align with the wider Group.
The principal activity of the Company is the provision of online mental health consultancy in England.
The Company's functional and presentational currency is GBP. Monetary amounts in these financial statements are rounded to the nearest £.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Anima Topco Limited as at 31 August 2025 and these financial statements may be obtained from 33 Glasshouse Street, London, W1B 5DG.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Exemption from preparing consolidated financial statements
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The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
In preparing and approving these financial statements the Directors have given due consideration to going concern risks.
After due consideration of these factors, the Directors consider that there are no material uncertainties about the Group’s ability to continue as a going concern and are satisfied that the Group will be able to operate with the available facilities for the foreseeable future, being a period of no less than twelve months from the date of approval of these financial statements.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company 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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to the Statement of Comprehensive Income 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.
All borrowing costs are recognised in the Statement of Comprehensive Income in the 18 month period in which they are incurred.
Defined contribution pension plan
The Company 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 in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the Statement of Comprehensive Income is charged with fair value of goods and services received.
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Current and deferred taxation
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The tax expense for the 18 month period comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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 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 Statement of Comprehensive Income over its useful economic life of ten years.
Other intangible assets
Other 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.
Other intangible assets are considered to have a finite useful life. Other intangible assets are amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life of three years.
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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 the Statement of Comprehensive Income.
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.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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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.
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.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
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 Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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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 the Statement of Comprehensive Income.
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 Statement of Comprehensive Income.
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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Financial instruments (continued)
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Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the Statement of Comprehensive Income. They are subsequently measured at fair value with changes in the Statement of Comprehensive Income.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the Statement of Compressive Income. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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Judgements in applying accounting policies and key sources of estimation uncertainty
|
The preparation of the financial statements requires management to make judgements, estimates and assumptions that effect the amount reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In this regard, the Directors believe that the critical accounting policies where judgements or estimations are necessarily applied are summarised below:
Development costs
Development costs are capitalised when the conditions as noted in accounting policy 2.7 are met, and the Directors amortise these over the expected project life.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
The whole of the turnover is attributable to the principal activity of the Company.
Analysis of turnover by country of destination:
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18 month period ended 31 August
|
14 month period ended 29 February
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The operating profit/(loss) is stated after charging:
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18 month period ended 31 August
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14 month period ended 29 February
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Amortisation of intangible fixed assets
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Depreciation of tangible fixed assets
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Other operating lease rentals
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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During the 18 month period, the Company obtained the following services from the Company's auditor and its associates:
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18 month period ended 31 August
|
14 month period ended 29 February
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Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
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Fees payable to the Company's auditor and its associates for the audit of the unreleased 12 month financial statements
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Fees payable to the Company's auditor and its associates in respect of:
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Taxation compliance services
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All non-audit services not included above
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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Staff costs were as follows:
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18 month period ended 31 August
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14 month period ended 29 February
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Cost of defined contribution scheme
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The employees were previously employed and remunerated within the subsidiary company PUK Management Services Limited. Per the group financial statements in February 2024, staff costs amounted to £12,995,570 and staff numbers amounted to 326.
On 28 February 2025, the employees were part of a Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), from PUK Management Services Limited to Psych-UK Limited.
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The average monthly number of employees, including the directors, during the 18 month period was as follows:
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The highest paid director received remuneration of £452,083.
The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,018.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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18 month period ended 31 August
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14 month period ended 29 February
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Other interest receivable
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Interest payable and similar expenses
|
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18 month period ended 31 August
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14 month period ended 29 February
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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18 month period ended 31 August
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14 month period ended 29 February
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Current tax on profits for the period
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Origination and reversal of timing differences
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Adjustments in respect of priorperiods
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
11.Taxation (continued)
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Factors affecting tax charge for the period
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The tax assessed for the 18 month is lower than (14 month period ended 29 February 2024 - higher than) the standard rate of corporation tax in the UK of25% (2024 - 24.49%). The differences are explained below:
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18 month period ended 31 August
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14 month period ended 29 February
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Profit/(loss) on ordinary activities before tax
|
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (14 month period ended 29 February 2024 - 24.49%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Remeasurement of deferred tax for changes in tax rates
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Other permanent differences
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Income not taxable for tax purposes
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Adjustments to tax charge in respect of previous periods - deferred tax
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Additional deduction for R&D
expenditure
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the period
|
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Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
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18 month period ended 31 August
|
14 month period ended 29 February
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
The following were subsidiary undertakings of the Company:
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PUK Management Services Ltd
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
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3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
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Software Solutions South West Limited
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
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The two subsidiary companies, PUK Management Services Limited and Software Solutions South West Limited will be liquidated following the period end.
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Aggregate of share capital and reserves
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PUK Management Services Ltd
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Software Solutions South West Limited
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Amounts owed by group undertakings
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Prepayments and accrued income
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Corporation tax repayable
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
|
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Accruals and deferred income
|
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The Invoice Financing agreement is secured by a debenture deed which provide for first floating charges on all assets of the company.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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Creditors: Amounts falling due after more than one year
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Bank loan transaction fees
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
|
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Charges
The Company has granted a debenture dated 29 May 2025 in favour of The Royal Bank of Scotland Plc. The debenture includes fixed charges over certain assets and a floating charge over all other assets and the undertaking of the Company. It also contains a negative pledge restricting the creation of further security. The charge was registered at Companies House on 4 June 2025 under charge code 1455 3673 0002.
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Charged to the Statement of Comprehensive Income
|
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
|
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Losses and other deductions
|
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PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
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|
Allotted, called up and fully paid
|
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4,200,000 (29 February 2024: 4,200,000) Preference shares of £1.0000 each
|
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4,807,861 (29 February 2024: 2,500,000) Ordinary shares of £0.0001 each
|
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Each ordinary share has full rights regarding voting, payment of dividends and distributions.
Each preference share has rights in the Company with respect to voting, dividends and distributions as outlined in the Company's Articles of Association.
On 29 October 2024, 2,307,861 ordinary shares were issued with a nominal value of £0.0001.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the Company.
|
|
PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
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|
During the year, the company operated a share option scheme for certain employees, consultants and directors. The scheme provides for equity-settled share-based payments. The shares were granted and exercised in year prior to the sale and resulted in ordinary shares with a nominal value of £0.0001. The proceeds on exercise amounted to £0.088 per share which have been credited to share capital and share premium as appropriate, with a total value released to the profit and loss of £33,071,648.
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Weighted average exercise price (pence)
2025
|
|
Weighted average exercise price
(pence)
2024
|
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Exercised during the year
|
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Weighted average share price (pence)
|
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Weighted average contractual life (days)
|
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Risk-free interest rate (%)
|
|
|
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £242,085 (14 month period ended 29 February 2024 - £Nil). Contributions totalling £32,315 (29 February 2024 - £31,028) were payable to the fund at the reporting date and are included in creditors.
The increase in pension contributions payable in the year reflects the transfer of additional employees into the scheme, increasing scheme membership from 6 in 2024 to 247 in 2025.
|
|
PSYCH-UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
Commitments under operating leases
|
|
|
At 31 August 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
|
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Related party transactions
|
|
|
The Company has taken advantage of the exemption in Financial Reporting Standard 102 section 33 not to disclose transactions with other members of the Company where those members are wholly owned subsidiaries within the group.
|
|
|
Post balance sheet events
|
The two subsidiary companies, PUK Management Services Limited and Software Solutions South West Limited both plan to liquidate following the period end.
The immediate parent undertaking is Anima Bidco Limited, registered office 33 Glasshouse Street, London, W1B 5DG, incorporated in England and Wales.
The ultimate parent undertaking and the smallest and largest group in which these results are consolidated is Anima Topco Limited, registered office 33 Glasshouse Street, London, W1B 5DG, incorporated in England and Wales. The consolidated financial statements of Anima Topco Limited can be obtained from the Company's registered office.
The ultimate controlling party is Queen's Park Equity GP Co Limited (a company incorporated in the United Kingdom) by virtue of its majority ownership in Anima Topco Limited.
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