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Registered number: 15974611
ANIMA TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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ANIMA TOPCO LIMITED
COMPANY INFORMATION
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B R L Iversen (appointed 29 October 2024)
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R R J Kay (appointed 24 September 2024)
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H J Montgomery (appointed 29 October 2024)
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A C Price (appointed 24 September 2024)
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R Holmes (appointed 3 March 2026)
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Chartered Accountants & Statutory Auditor
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ANIMA TOPCO LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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ANIMA TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
The Directors present their strategic report for the 12 month period from incorporation to 31 August 2025.
The Company was incorporated on 24 September 2024. The principal activity of the Company is that of an intermediate holding company. The principal activity of the Group is being 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.
Principal risks and uncertainties
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∙Market and Regulatory Risk: the Group 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 Group tracks the following financial and non-financial KPIs:
Financial KPIs
∙Turnover: £119.0 million
∙Net Assets: £20.1 million
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 229 employees during the period, including 51 direct clinical staff and 178 administrative staff.
Directors' statement of compliance with section 172 duty to promote the success of the Group
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Directors have acted to promote the long-term success of the Group, considering the interests of patients, employees, customers, suppliers, and the wider community. We remain committed to sustainable growth, high quality care, and responsible governance.
This report was approved by the board and signed on its behalf.
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ANIMA TOPCO LIMITED
DIRECTORS' REPORT
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
The Directors present their report and the financial statements for the 12 month period ended 31 August 2025.
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙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.
The profit for the 12 month period, after taxation, amounted to £18,874,854.
No dividends have been paid during the period. The Directors do not recommend payment of a final dividend.
The Directors who served during the 12 month period and up the date of signing were:
B R L Iversen (appointed 29 October 2024)
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R R J Kay (appointed 24 September 2024)
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H J Montgomery (appointed 29 October 2024)
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A C Price (appointed 24 September 2024)
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R Holmes (appointed 3 March 2026)
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R&D costs during the 12 month period relate largely to AI-driven automation solutions to improve operational workflows and business efficiencies.
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ANIMA TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
Engagement with suppliers, customers and others
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The Group 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 Group 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 Group and supports its strategic objectives.
The Group’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 Group’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.
The Group 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 Group’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.
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group 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 12 month period is 40,000kWh or lower.
Director indemnity insurance
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During the year, the Company maintained directors’ and officers’ liability insurance for the benefit of its directors, in accordance with section 236 of the Companies Act 2006. Such insurance was in force at the end of the financial year.
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.
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ANIMA TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 12 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 and the Group's auditor is unaware, and
∙the Director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
Post balance sheet events
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Two subsidiary companies, PUK Management Services Limited and Software Solutions South West Limited have both dissolved 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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ANIMA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ANIMA TOPCO LIMITED
Opinion
We have audited the financial statements of Anima Topco Limited (the ‘Company’) and its subsidiaries (the 'Group') for the 12 month period ended 31 August 2025 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, 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 Company’s affairs as at 31 August 2025 and of the Group's profit for the 12 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 Strategic Report and the Directors' Report, 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 the 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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ANIMA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ANIMA 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 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 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 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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ANIMA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ANIMA TOPCO 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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ANIMA TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ANIMA TOPCO 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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ANIMA TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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12 month period ended
31 August
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit for the financial 12 month period
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Profit for the 12 month period attributable to:
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Owners of the parent Company
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There were no recognised gains and losses for 2025 other than those included in the consolidated statement of comprehensive income.
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There was no other comprehensive income for 2025.
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The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
REGISTERED NUMBER: 15974611
CONSOLIDATED BALANCE SHEET
AS AT 31 AUGUST 2025
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Creditors: amounts falling due within one year
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Net current (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:
The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
REGISTERED NUMBER: 15974611
COMPANY BALANCE SHEET
AS AT 31 AUGUST 2025
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Debtors: amounts falling due after more than one year
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Creditors: amounts falling due within one year
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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 Company has taken advantage of section 408 of the Companies Act 2006 and has not included its own income statement in these financial statements. The parent Company's profit for the period was £7,646,787.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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Comprehensive income for the 12 month period
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Profit for the 12 month period
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Total comprehensive income for the 12 month period
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Contributions by and distributions to owners
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Shares issued during the 12 month period
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Total transactions with owners
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The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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Comprehensive income for the period
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Profit for the 12 month period
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Total comprehensive income for the 12 month period
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Contributions by and distributions to owners
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Shares issued during the 12 month period
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Total transactions with owners
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The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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12 month period ended
31 August 2025
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Cash flows from operating activities
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Profit for the financial 12 month period
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Amortisation of intangible assets
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Depreciation of tangible assets
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(Increase)/decrease in debtors
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Corporation tax (paid)/received
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Cash acquired on consideration
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Acquisition of subsidiaries
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Net cash from investing activities
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ANIMA TOPCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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Cash flows from financing activities
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Redeemed preference shares
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Net cash used in financing activities
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Net increase in cash and cash equivalents
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Cash and cash equivalents at the end of 12 month period
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Cash and cash equivalents at the end of 12 month period comprise:
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The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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Acquisition and disposal of subsidiaries
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The notes on pages 17 to 43 form part of these financial statements.
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
Anima Topco Limited is a private limited company by shares incorporated in England and Wales, registered number 15974611. The registered office is 33 Glasshouse Street, London, United Kingdom, W1B 5DG.
The Company was incorporated on 24 September 2024. These financial statements have been presented for the 12-month period from incorporation to 31 August 2025.
The nature of the Company's operations and its principal activity is that of a holding company. The principal activities of the Group are the provision of online mental health consultancy in England.
These financial statements have been presented in pound sterling (£), this being the functional currency of the Company and currency and of its primary economic environment. Monetary amounts included within these financial statements have been 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 Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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 Balance Sheet, 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.
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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 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.
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Operating leases: the Group as lessee
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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.
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.
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the 12 month period in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.
Termination benefits, including redundancy payments, are recognised as an expense in the Statement of Comprehensive Income when an entity is committed to a termination plan.
Current taxation
The tax expense for the 12 month period 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 balance sheet date in the countries where the Company and the Group operate and generate income.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Deferred taxation
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;
∙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 balance sheet date.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 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 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 of ten years.
Development costs
Development costs are capitalised when the conditions as noted in accounting policy 2.6 are met, and the Directors amortise these over the expected project life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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 profit or loss.
Investments in subsidiaries are measured at cost less accumulated impairment.
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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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.
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.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
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.
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 Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
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.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
2.Accounting policies (continued)
|
|
|
Financial instruments (continued)
|
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
|
|
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:
Intangible assets:
At acquisition, the Group recognised material customer contract-related intangible assets. Fair value was assessed using an income-based valuation approach, based on management’s acquisition-date assessment of expected future economic benefits, discounted using an appropriate market-based rate. The assets are amortised over their estimated useful economic lives.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
The whole of the turnover is attributable to the principal activity of the Group.
Analysis of turnover by country of destination:
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|
12 month period ended
31 August
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
The operating profit is stated after charging:
|
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|
|
|
|
|
12 month period ended
31 August
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation of intangible fixed assets
|
|
|
|
Depreciation of tangible fixed assets
|
|
|
|
Other operating lease rentals
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
During the 12 month period, the Group obtained the following services from the Company's auditor and its associates:
|
|
|
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|
|
|
12 month period ended
31 August
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
|
|
|
|
Fees payable to the Company's auditor and its associates in respect of:
|
|
|
|
Taxation compliance services
|
|
|
|
All non-audit services not included above
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
|
|
|
|
|
|
|
|
|
12 month period ended 31 August
2025
|
12 month period ended 31 August
2025
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of defined contribution scheme
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the Directors, during the 12 month period was as follows:
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
12 month period ended
31 August
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group contributions to defined contribution pension schemes
|
|
|
|
|
|
|
|
During the 12 month period retirement benefits were accruing to 2 Directors in respect of defined contribution pension schemes.
The highest paid Director received remuneration of £319,887.
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £1,137.
Director's remuneration is borne by Psych-UK Limited, a subsidiary of the Company.
|
|
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|
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|
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|
|
12 month period ended
31 August
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Other interest receivable
|
|
|
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
Interest payable and similar expenses
|
|
|
|
|
|
|
12 month period ended
31 August
|
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|
|
|
|
|
|
|
|
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|
12 month period ended
31 August
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
Current tax on profits for the period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Origination and reversal of timing differences
|
|
|
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
11.Taxation (continued)
|
|
Factors affecting tax charge for the 12 month period
|
|
|
The tax assessed for the 12 month period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:
|
|
|
|
|
|
|
12 month
period
ended
31 August
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit on ordinary activities before tax
|
|
|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
|
|
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
|
|
|
Income not taxable for tax purposes
|
|
|
|
Other permanent differences
|
|
|
|
Additional deduction for R&D expenditure
|
|
|
|
Other differences leading to an increase (decrease) in the tax charge
|
|
|
|
Total tax charge for the 12 month period
|
|
|
|
Factors that may affect future tax charges
|
There were no factors that may affect future tax charges.
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
On acquisition of subsidiary
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the 12 month period
|
|
|
|
|
|
|
|
On acquisition of subsidiary
|
|
|
|
|
|
|
|
|
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|
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|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Customer contracts recognised on acquisition primarily relate to separately identifiable customer contract-related intangible assets recognised on acquisition. These assets are being amortised over their estimated useful economic lives.
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for the 12 month period
|
|
|
|
|
|
|
|
|
|
On acquisition of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiary companies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
The following were subsidiary undertakings of the Company:
|
|
|
|
|
|
|
|
|
|
33 Glasshouse Street, London, United Kingdom, W1B 5DG
|
|
|
|
|
|
33 Glasshouse Street, London, United Kingdom, W1B 5DG
|
|
|
|
|
|
33 Glasshouse Street, London, United Kingdom, W1B 5DG
|
|
|
|
|
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
|
|
|
|
|
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
|
|
|
|
|
PUK Management Services Ltd*
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
|
|
|
|
|
Software Solutions South West Limited*
|
3b Fore Street, Camelford, Cornwall, United Kingdom, PL32 9PG
|
|
|
|
|
The aggregate of the share capital and reserves as at 31 August 2025 and the profit or loss for the 12 month period ended on that date for the subsidiary undertakings were as follows:
|
|
|
|
Aggregate of share capital and reserves
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
|
|
|
|
|
|
|
PUK Management Services Ltd*
|
|
|
|
|
Software Solutions South West Limited*
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
Amounts owed by group undertakings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings are unsecured, interest-free and have no fixed repayment terms. Notwithstanding this, the Directors have confirmed to the relevant group companies that settlement will not be required within the twelve months following the balance sheet date. Accordingly, these balances have been presented as amounts falling due after more than one year.
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed by related parties
|
|
|
|
|
|
|
|
|
|
Prepayments and accrued income
|
|
|
|
|
Corporation tax repayable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
Creditors: Amounts falling due within one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to related parties
|
|
|
|
|
Other taxation and social security
|
|
|
|
|
|
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: Amounts falling due after more than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank loan transaction fees
|
|
|
|
|
Share capital treated as debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings are unsecured, interest-free and have no fixed repayment terms. Notwithstanding this, the Directors have received confirmation from the relevant group companies that repayment will not be demanded within the twelve months following the balance sheet date. Accordingly, these balances have been presented as amounts falling due after more than one year.
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
Analysis of the maturity of loans is given below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year
|
|
|
|
|
|
|
|
Amounts falling due 1-2 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charges
Psych-UK Limited 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 Psych-UK Limited. 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.
|
|
|
|
|
|
|
|
Financial assets measured at amortised cost
|
|
|
|
|
|
|
|
|
|
Financial liabilities measured at amortised cost
|
|
|
|
|
Financial assets measured at amortised cost comprises cash at bank and in hand, trade debtors, amounts owed by group undertakings, amounts owed by related parties and other debtors.
|
|
|
Financial liabilities measured at amortised cost comprises trade creditors, bank loans, loan notes, amounts owed to group undertakings, amounts owed to related parties and other creditors.
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charged to profit or loss
|
|
|
|
|
|
|
Fixed asset timing differences
|
|
|
|
|
Losses and other deductions
|
|
|
|
|
|
|
|
|
|
ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
|
|
|
Allotted, called up and fully paid
|
|
|
|
|
|
|
|
|
|
567,034 Ordinary A shares of £0.01 each
|
|
|
|
|
257,966 Ordinary B shares of £0.01 each
|
|
|
|
|
152,500 Ordinary C shares of £0.01 each
|
|
|
|
|
|
|
|
|
|
|
|
On incorporation of the Company, 1 ordinary share was issued with a nominal value of £0.01, paid for at a premium of £1.00 per share.
On 29 October 2024, 1 ordinary share was changed to 1 A ordinary share.
On 29 October 2024, 569,968 A ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £1.00 per share.
On 29 October 2024, 255,031 B ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £1.00 per share.
On 29 October 2024, 122,500 C ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £1.49 per share.
On 10 December 2024, 2,935 A ordinary shares were changed B ordinary shares.
On 10 December 2024, 15,000 C ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £1.50 per share.
On 25 February 2025, 7,500 C ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £1.50 per share.
On 12 August 2025, 7,500 C ordinary shares were issued with a nominal value of £0.01, paid for at a premium of £27.42 per share.
A) The A and B ordinary shares shall confer on any holder an entitlement to one vote per share held by them provided always that in any default scenario, the votes of the A and B ordinary shares shall confer the majority of votes available to be cast in connection with such matters.
The holders of C ordinary shares shall not be entitled to vote.
B) Subject to (I) the Board recommending payment of the same; (II) investor consent; and (III) the remaining provisions of Article 32 (including any prior payment of any preference dividend due), any available profits which the company may determine to distribute in respect of any financial year shall be distributed amongst the holders of the ordinary shares (pari passu as if the same constituted one class of share) according to the number of such ordinary shares held by the relevant shareholder at the relevant time.
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
22.Share capital (continued)
C) Subject to the terms of any new class of securities issued following the adoption date, on any return of capital, the surplus assets of the Company remaining after payment of its debts, liabilities, any costs associated with such return of capital and other payments to be made in priority shall be applied and be distributed as follows: (I) first, in paying pro rata to each holder of initial A loan notes and initial A preference shares an aggregate sum equal to 50% of the amount outstanding on such securities (being principal and/or interest outstanding in respect of such A loan notes and outstanding issue price and/or interest outstanding in respect of the A preference shares, in accordance with the terms thereof); (II) second, pro rata to each holder of (X) A preference shares and B preference shares, an aggregate sum equal to the amount outstanding on such securities (being: the subscription price and any accrued but unpaid preference dividends thereon (and any redemption premium amount for the B preference shares only) and (Y) A loan notes, an aggregate sum equal to the amount outstanding on such securities (being principal and/or interest outstanding in respect of such loan notes in accordance with the terms thereof); and (III) third, any surplus proceeds available for distribution shall be apportioned amongst the holders of the A ordinary shares, B ordinary shares and C ordinary shares pro rata to their holding of such A ordinary shares, B ordinary shares and C ordinary shares taken as if they were the one class of share.
D) The A, B and C ordinary shares are not redeemable or liable to be redeemed at the option of the Company or shareholder.
Share premium account
This reserve represents the premium paid on ordinary shares in excess of their nominal value.
Profit and loss account
The profit and loss account represents the accumulated profits, losses and distributions of the Group.
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
On 29 October 2024 Anima Bidco Limited (an indirect subsidiary of Anima Topco Limited) acquired 100% of the share capital of Psych-UK Limited, which included 100% interest in two subsidiary companies, PUK Management Services Ltd and Software Solutions South West Limited. The consolidated net assets acquired are as set out below.
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Acquisition of Psych-UK Limited
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Total Identifiable net assets
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Total purchase consideration
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Fair value adjustments primarily relate to separately identifiable customer contract-related intangible assets recognised on acquisition. These assets are being amortised over their estimated useful economic lives.
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Total purchase consideration
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
24.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of Psych-UK Limited since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £184,912. Contributions totalling £32,315 were payable to the fund at the balance sheet date and are included in creditors.
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Commitments under operating leases
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At 31 August 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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ANIMA TOPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2025
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Related party transactions
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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.
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Post balance sheet events
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Two subsidiary companies, PUK Management Services Limited and Software Solutions South West Limited have both dissolved following the period end.
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 the Company.
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