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Registration number: 13795910

Apex Prime Care Holdings Limited

Annual Report and Consolidated Financial Statements

for the Period from 13 December 2021 to 31 March 2023

 

Apex Prime Care Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 27

 

Apex Prime Care Holdings Limited

Company Information

Directors

M S Patrick

M Rooker

Registered office

Windsor House
Bayshill Road
Cheltenham
Gloucestershire
GL50 3AT

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Apex Prime Care Holdings Limited

Strategic Report for the period from 13 December 2021 to 31 March 2023

The directors present their strategic report for the period from 13 December 2021 to 31 March 2023. The company was incorporated on 13 December 2021 and the company purchased the entire share capital of Apex Prime Care Limited and group subsidiaries on 14 January 2022.

Principal activity

The principal activity of the group is that of a holding company. The principal activity of the group is the provision of domiciliary care.

Fair review of the business

The results for the period, which are set out in the profit and loss account, show turnover of £38,914,063 and an operating profit of £2,007,654. At 31 March 2023, the group had net assets of £4,625,147. The directors consider the performance for the period and the financial position at the period end to be satisfactory.

The group's key financial and other performance indicators during the period were as follows:

Financial KPIs

Unit

2023

Turnover

£

38,914,063

Gross Profit

£

11,613,905

Underlying EBITDA

£

3,621,905

Principal risks and uncertainties

The management of the business and the execution of the strategy of the group are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to competition from other providers of domiciliary care facilities.

Approved by the Board on 3 November 2023 and signed on its behalf by:


M S Patrick
Director

 

Apex Prime Care Holdings Limited

Directors' Report for the Period from 13 December 2021 to 31 March 2023

The directors present their report and the for the period from 13 December 2021 to 31 March 2023.

Incorporation

The company was incorporated on 13 December 2021.

Directors of the company

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

M S Patrick (appointed 13 December 2021)

M Rooker (appointed 17 February 2022)

Financial instruments

Objectives and policies

The directors constantly monitor the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The company is exposed to the usual credit and cash flow risks associated with selling on credit and manage through credit control procedures. The company's loan financing is subject to price and liquidity risks as disclosed in note 17 to the financial statements.

The financial statements have been prepared on a going concern basis on the assumption that support from fellow group companies will continue to be forthcoming for the foreseeable future. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing financial statements.

Employee involvement

Employee engagement is fundamental to the Group's success. Regular meetings are held between management and employees across all levels of the organisation. Regular company communications provide employees with relevant information, training and support.

Future developments

The external environment is expected to remain competitive going forward, however, the directors are confident that the company will continue to improve the current level of performance in the future.

Disclosure of information to the auditor

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

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 3 November 2023 and signed on its behalf by:


M S Patrick
Director

 

Apex Prime Care Holdings Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and 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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Apex Prime Care Holdings Limited

Independent Auditor's Report to the Members of Apex Prime Care Holdings Limited

Opinion

We have audited the financial statements of Apex Prime Care Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 13 December 2021 to 31 March 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2023 and of the group's profit for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Apex Prime Care Holdings Limited

Independent Auditor's Report to the Members of Apex Prime Care Holdings Limited

Opinion on other matter prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Apex Prime Care Holdings Limited

Independent Auditor's Report to the Members of Apex Prime Care Holdings Limited

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

In addition to the above, our procedures to respond to the risks identified included the following:

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

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

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

reading minutes of meetings of those charged with governance.

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

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.





Joanne Hartness (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

3 November 2023

 

Apex Prime Care Holdings Limited

Consolidated Profit and Loss Account for the Period from 13 December 2021 to 31 March 2023

Note

13 December 2021 to 31 March 2023
 £

Turnover

3

38,914,063

Cost of sales

 

(27,300,158)

Gross profit

 

11,613,905

Administrative expenses

 

(9,606,251)

Operating profit

4

2,007,654

Other interest receivable and similar income

5

6,190

Interest payable and similar charges

6

(546,705)

Profit before tax

 

1,467,139

Taxation

10

(514,992)

Profit for the financial period

 

952,147

The above results were derived from continuing operations.

The group has no other comprehensive income for the period.

 

Apex Prime Care Holdings Limited

(Registration number: 13795910)
Consolidated Balance Sheet as at 31 March 2023

Note

31 March 2023
 £

Fixed assets

 

Intangible assets

11

8,163,579

Tangible assets

13

1,168,119

 

9,331,698

Current assets

 

Debtors

15

4,252,540

Cash at bank and in hand

 

604,119

 

4,856,659

Creditors: Amounts falling due within one year

16

(9,041,689)

Net current liabilities

 

(4,185,030)

Total assets less current liabilities

 

5,146,668

Creditors: Amounts falling due after more than one year

16

(521,521)

Net assets

 

4,625,147

Capital and reserves

 

Called up share capital

19

5

Share premium reserve

4,299,995

Profit and loss account

325,147

Equity attributable to owners of the company

 

4,625,147

Total equity

 

4,625,147

Approved and authorised by the Board on 3 November 2023 and signed on its behalf by:
 

M S Patrick
Director

 

Apex Prime Care Holdings Limited

(Registration number: 13795910)
Balance Sheet as at 31 March 2023

Note

31 March 2023
 £

Fixed assets

 

Investments

14

8,650,236

Current assets

 

Cash at bank and in hand

 

148,965

Creditors: Amounts falling due within one year

16

(3,655,068)

Net current liabilities

 

(3,506,103)

Net assets

 

5,144,133

Capital and reserves

 

Called up share capital

19

5

Share premium reserve

4,299,995

Profit and loss account

844,133

Total equity

 

5,144,133

The company made a profit after tax for the financial period of £1,471,133.

Approved and authorised by the Board on 3 November 2023 and signed on its behalf by:
 

M S Patrick
Director

 

Apex Prime Care Holdings Limited

Consolidated Statement of Changes in Equity for the Period from 13 December 2021 to 31 March 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Profit for the period

-

-

952,147

952,147

Dividends

-

-

(627,000)

(627,000)

New share capital subscribed

5

4,299,995

-

4,300,000

At 31 March 2023

5

4,299,995

325,147

4,625,147

 

Apex Prime Care Holdings Limited

Statement of Changes in Equity for the Period from 13 December 2021 to 31 March 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Profit for the period

-

-

1,471,133

1,471,133

Dividends

-

-

(627,000)

(627,000)

New share capital subscribed

5

4,299,995

-

4,300,000

At 31 March 2023

5

4,299,995

844,133

5,144,133

 

Apex Prime Care Holdings Limited

Consolidated Statement of Cash Flows for the Period from 13 December 2021 to 31 March 2023

Note

13 December 2021 to 31 March 2023
 £

Cash flows from operating activities

Profit for the period

 

952,147

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

1,217,749

Finance income

5

(6,190)

Finance costs

6

546,705

Income tax expense

10

514,992

 

3,225,403

Working capital adjustments

 

Increase in debtors

15

(225,876)

Decrease in creditors

16

(249,704)

Cash generated from operations

 

2,749,823

Income taxes paid

10

(1,652,298)

Net cash flow from operating activities

 

1,097,525

Cash flows from investing activities

 

Interest received

6,190

Acquisitions of tangible assets

(1,223,986)

Proceeds from sale of tangible assets

 

11,649

Acquisition of subsidiary undertakings (net of cash acquired)

(1,175,798)

Acquisition of unincorporated business

14

(1,430,000)

Net cash flows from investing activities

 

(3,811,945)

Cash flows from financing activities

 

Interest paid

 

(521,712)

Proceeds from bank borrowing draw downs

 

5,695,000

Repayment of bank borrowing

 

(959,250)

Payments to finance lease creditors

 

(268,499)

Dividends paid

(627,000)

Net cash flows from financing activities

 

3,318,539

Net increase in cash and cash equivalents

 

604,119

Cash and cash equivalents at 13 December

 

-

Cash and cash equivalents at 31 March

 

604,119

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

1

General information

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

The address of its registered office is:
Windsor House
Bayshill Road
Cheltenham
Gloucestershire
GL50 3AT

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

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

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

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2023.

No Profit and Loss Accounts is presented for the company as permitted by Section 408 of the Companies Act 2006. The company made a profit after tax for the financial period of £1,471,133.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

Disclosure of long or short period

These financial statements cover a period of 474 days.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

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

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Motor vehicles

20% straight line

Fixtures and fittings

20% straight line

Office equipment

20% straight line

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 10 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

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

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

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

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

3

Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Operating profit

Arrived at after charging/(crediting)

13 December 2021 to 31 March 2023
£

Depreciation expense

313,789

Amortisation expense

915,609

Operating lease expense - property

11,122

 

5

Other interest receivable and similar income

13 December 2021 to 31 March 2023
£

Interest income on bank deposits

6,190

 

6

Interest payable and similar expenses

13 December 2021 to 31 March 2023
£

Interest on bank overdrafts and borrowings

546,705

 

7

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

13 December 2021 to 31 March 2023
 £

Wages and salaries

29,372,631

Social security costs

2,289,509

Pension costs, defined contribution scheme

496,100

32,158,240

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

13 December 2021 to 31 March 2023
 No.

Average number of employees

1,289

Company
The company incurred no staff costs and had no employees other than the directors.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

8

Directors' remuneration

The directors' remuneration for the period was as follows:

13 December 2021 to 31 March 2023
£

Remuneration

76,695

Contributions paid to money purchase schemes

5,321

82,016

During the period the number of directors who were receiving benefits and share incentives was as follows:

13 December 2021 to 31 March 2023
No.

Accruing benefits under defined benefit pension scheme

2

 

9

Auditors' remuneration

13 December 2021 to 31 March 2023
£

Audit of these financial statements

15,000

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

13 December 2021 to 31 March 2023
£

Current taxation

UK corporation tax

500,583

UK corporation tax adjustment to prior periods

31,135

531,718

Deferred taxation

Arising from origination and reversal of timing differences

(16,726)

Tax expense in the income statement

514,992

The tax on profit before tax for the period is the same as the standard rate of corporation tax in the UK of 19%.

The differences are reconciled below:

13 December 2021 to 31 March 2023
£

Profit before tax

1,467,139

Corporation tax at standard rate

278,756

Effect of expense not deductible in determining taxable profit (tax loss)

214,052

Increase in UK and foreign current tax from adjustment for prior periods

31,135

Tax decrease from effect of capital allowances and depreciation

(8,951)

Total tax charge

514,992

Deferred tax

Group

Deferred tax assets and liabilities

31 March 2023

Asset
£

Accelerated tax depreciation

44,608

Short term timing differences

30,379

74,987

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

11

Intangible assets

Group

Goodwill
 £

Cost

Additions and at 31 March 2023

9,079,188

Amortisation

Amortisation charge and at 31 March 2023

915,609

Carrying amount

At 31 March 2023

8,163,579

 

12

Business combinations

On 14 January 2022, Apex Prime Care Holdings Limited acquired 100% of the issued share capital of Apex Prime Care Limited and its subsidiary undertakings, obtaining control.

Apex Prime Care Limited and its subsidiary undertakings contributed £38,914,063 revenue and £2,002,168 to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Fair value
2023
£

Assets and liabilities acquired

Financial assets

7,202,447

Financial liabilities

(6,113,239)

Total identifiable assets

1,089,208

Goodwill

7,561,028

Total consideration

8,650,236

Satisfied by:

Cash

4,350,236

Equity instruments

4,300,000

Total consideration transferred

8,650,236

Cash flow analysis:

Cash consideration

4,350,236

Less: cash and cash equivalent balances acquired

(3,174,438)

Net cash outflow arising on acquisition

1,175,798

The useful life of goodwill is 10 years.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

13

Tangible assets

Group

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost

Additions

82,866

1,177,970

1,260,836

Acquired through business combinations

46,938

210,985

257,923

Disposals

-

(89,606)

(89,606)

At 31 March 2023

129,804

1,299,349

1,429,153

Depreciation

Charge for the period

70,203

243,586

313,789

Eliminated on disposal

-

(52,755)

(52,755)

At 31 March 2023

70,203

190,831

261,034

Carrying amount

At 31 March 2023

59,601

1,108,518

1,168,119

 

14

Investments

Company

31 March 2023
£

Investments in subsidiaries

8,650,236

Subsidiaries

£

Cost and carrying amount

Additions and at 31 March 2023

8,650,236

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

Subsidiary undertakings

Apex Prime Care Limited

Ordinary

100%

 

England and Wales

     

Alexander's Care and Support Limited*

England and Wales

Ordinary

100%

 

     

Brooker Care Limited*

Ordinary

100%

 

England and Wales

     

Care2Connect Limited*

Ordinary

100%

 

England and Wales

     
 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

*held indirectly via Apex Prime Care Limited.

The principal activity of all subsidiaries is domiciliary care apart from Alexander's Care and Support Limited where the company is now dormant.

The registered office of all subsidiaries is the same as that of Apex Prime Care Holdings Limited.

Apex Prime Care Holdings Limited has provided guarantees in accordance with section 479A of the Companies Act 2006 to Brooker Care Limited and Care2Connect Limited to allow them to claim exemption from audit.

 

15

Debtors

   

Group

Company

Note

31 March 2023
 £

31 March 2023
 £

Trade debtors

 

3,523,669

-

Other debtors

 

194,280

-

Prepayments

 

459,604

-

Deferred tax assets

10

74,987

-

   

4,252,540

-

 

16

Creditors

   

Group

Company

Note

31 March 2023
 £

31 March 2023
 £

Due within one year

 

Loans and borrowings

17

6,636,544

3,655,068

Trade creditors

 

213,041

-

Social security and other taxes

 

557,819

-

Outstanding defined contribution pension costs

 

283,629

-

Other creditors

 

198,093

-

Accrued expenses

 

787,671

-

Corporation tax liability

10

167,544

-

Deferred income

 

197,348

-

 

9,041,689

3,655,068

Due after one year

 

Loans and borrowings

17

521,521

-

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

17

Loans and borrowings

 

Group

Company

31 March 2023
£

31 March 2023
£

Current loans and borrowings

Bank borrowings

6,409,035

3,655,068

Hire purchase contracts

227,509

-

6,636,544

3,655,068

 

Group

Company

31 March 2023
£

31 March 2023
£

Non-current loans and borrowings

Hire purchase contracts

521,521

-

The bank loans are made up of four separate loans. Three of the loans are repayable in equal quarterly instalments, the with the termination dates falling between 2025 and 2028, the fourth loan of £1,500,000 is repayable in full in 2025. The interest rate of the loans are 8% and 9% and the loans are secured by fixed and floating charges over the companies properties and assets.

Due to a breach of covenants at the year end all the bank borrowings have been shown as due within one year.

 

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £496,100.

Contributions totalling £283,629 were payable to the scheme at the end of the period and are included in creditors.

 

19

Share capital

Allotted, called up and fully paid shares

 

31 March 2023

 

No.

£

Ordinary A shares of £1 each

5

5

     

New shares allotted

During the period, 5 Ordinary A shares having an aggregate nominal value of £5 were allotted for an aggregate consideration of £4,300,000.

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

20

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

13 December 2021 to 31 March 2023
£

Not later than one year

338,331

Later than one year and not later than five years

521,521

859,852

Operating leases

The total of future minimum lease payments is as follows:

13 December 2021 to 31 March 2023
£

Not later than one year

368,151

Later than one year and not later than five years

448,931

817,082

 

21

Dividends

13 December 2021 to 31 March 2023
 £

Dividends paid

627,000

 

Apex Prime Care Holdings Limited

Notes to the Financial Statements for the Period from 13 December 2021 to 31 March 2023

 

22

Analysis of changes in net debt

Group

Financing cash flows
£

Acquisition of subsidiaries
£

New finance leases
£

At 31 March 2023
£

Cash and cash equivalents

Cash

(2,570,319)

3,174,438

-

604,119

Borrowings

Short term borrowings

(4,737,417)

(1,671,618)

-

(6,409,035)

Lease liabilities

(267,284)

-

(592,568)

(859,852)

(5,004,701)

(1,671,618)

(592,568)

(7,268,887)

 

(7,575,020)

1,502,820

(592,568)

(6,664,768)

 

23

Related party transactions

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

During a prior period the group advanced a loan of £100,000 to M S Patrick. Interest is charged on this loan at a rate of 4%, and there are no fixed repayment terms. As at the balance sheet date, £100,000 was outstanding by M S Patrick with a maximum balance of £100,000 during the period.

During a prior period the group advanced a loan of £50,000 to Apex Property (Management and Lettings) Limited a company under common control. During the period this loan was fully provided against as a bad debt. At the balance sheet date £50,000 (2022 - £50,000) was outstanding with a maximum balance of £50,000 during the year.

 

24

Parent and ultimate parent undertaking

The ultimate controlling party is M S Patrick, director of the company.