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Registered number: 12539224
Apex Prime Care Group Ltd
Strategic Report, Directors' Report and
Financial Statements
For The Year Ended 31 December 2024
Contents
Page
Strategic Report 1
Directors' Report 2
Independent Auditor's Report 3—4
Profit and Loss Account 5
Statement of Comprehensive Income 6
Balance Sheet 7
Statement of Changes in Equity 8
Notes to the Financial Statements 9—11
Page 1
Strategic Report
The directors present their strategic report for the year ended 31 December 2024.
Principal Activity
The company's principal activity continues to be that of an intermediary holding company.
Review of the Business
The Company is a subsidiary of Cera Care Limited ("the Group").
The Company's financial position as at the year-end is set out in the Statement of Financial Position.
Key Performance Indicators
The Group manages and reports on its operations on a group basis. For this reason, the Company's directors believe that further key performance indicators (KPls) for the Company are not necessary or appropriate for an understanding of the development, performance or position of the business.
Information regarding group performance and relevant information for the year as well as KPls is contained within the consolidated financial statements of the parent company, Cera Care Limited.
Future Developments
There have not been any significant changes in the Company's principal activity during the year under review and the directors are not aware of any likely major changes in the Company's activities in the next year.
On behalf of the board
Mr Soroosh Keshtgar
Director
30 September 2025
Page 1
Page 2
Directors' Report
The directors present their report and the financial statements for the year ended 31 December 2024.
Directors
The directors who held office during the year were as follows:
Mrs Charlotte Donald
Mr. Marcus Jennings Resigned 01/06/2024
Mr David Watt Resigned 01/10/2024
Mr Soroosh Keshtgar Appointed 01/06/2024
Matters covered in the Strategic Report
Disclosures required under s416(4) of the Companies Act 2006 are commented upon in the Strategic Report as the directors consider them to be of strategic importance to the business.
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial 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 company and of the profit or loss of the company for that period. In preparing the financial statements the directors are required to: 
  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Statement of Disclosure of Information to Auditors
In the case of each director in office at the date the Directors' Report is approved: 
  • so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware; and
  • they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.
Independent Auditors
The auditors, JWR Audit Limited, have indicated their willingness to continue in office and a resolution concerning their re-appointment will be proposed at the Annual General Meeting.
On behalf of the board
Mr Soroosh Keshtgar
Director
30 September 2025
Page 2
Page 3
Independent Auditor's Report
Opinion
We have audited the financial statements of Apex Prime Care Group Ltd for the year ended 31 December 2024 which comprise the Profit and Loss Account, Statement of Comprehensive Income, Balance Sheet, Statement of Changes of Equity and the related notes, 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 (United Kingdom Generally Accepted Accounting Practice), including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
In our opinion the financial statements:
  • give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit/(loss) for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 entity's ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other Information
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on Other Matters Prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
  • the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
  • the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on Which We Are Required to Report by Exception
In the 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 or 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.
Page 3
Page 4
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 either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: 
Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We designed audit procedures to respond to the risk, 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.
Procedures performed by the audit team included:
- Discussions with management regarding known or suspected instances of non-compliance with laws and regulations;
- Evaluation of controls designed to prevent and detect irregularities; and
- Assessing journals entries as part of our planned audit approach.
There are inherent limitations in the audit procedures described above 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 would become aware of it.
As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website 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 that 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.
Katie Wood FCA FCCA (Senior Statutory Auditor)
for and on behalf of JWR Audit Limited , Statutory Auditor
30 September 2025
JWR Audit Limited
24 Picton House Hussar Court
Westside View
Waterlooville
Hampshire
PO7 7SQ
Page 4
Page 5
Profit and Loss Account
2024 2023
Notes £ £
TURNOVER 3 135,923 730,191
GROSS PROFIT 135,923 730,191
Administrative expenses (1,472,093 ) (789,844 )
OPERATING LOSS (1,336,170 ) (59,653 )
Interest payable and similar charges 6 - (1,761 )
LOSS FOR THE FINANCIAL YEAR (1,336,170 ) (61,414 )
The notes on pages 9 to 11 form part of these financial statements.
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Page 6
Statement of Comprehensive Income
2024 2023
£ £
LOSS FOR THE FINANCIAL YEAR (1,336,170 ) (61,414 )
OTHER COMPREHENSIVE INCOME FOR THE YEAR - -
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,336,170 ) (61,414 )
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Page 7
Balance Sheet
Registered number: 12539224
2024 2023
Notes £ £ £ £
FIXED ASSETS
Investments 111,239 1,340,831
111,239 1,340,831
CURRENT ASSETS
Debtors 7 1,923,866 2,064,499
Cash at bank and in hand 22,301 10,741
1,946,167 2,075,240
Creditors: Amounts Falling Due Within One Year 8 (3,461,267 ) (3,483,762 )
NET CURRENT ASSETS (LIABILITIES) (1,515,100 ) (1,408,522 )
TOTAL ASSETS LESS CURRENT LIABILITIES (1,403,861 ) (67,691 )
NET LIABILITIES (1,403,861 ) (67,691 )
CAPITAL AND RESERVES
Called up share capital 9 2,000 2,000
Profit and Loss Account (1,405,861 ) (69,691 )
SHAREHOLDERS' FUNDS (1,403,861) (67,691)
On behalf of the board
Mr Soroosh Keshtgar
Director
30 September 2025
The notes on pages 9 to 11 form part of these financial statements.
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Page 8
Statement of Changes in Equity
Share Capital Profit and Loss Account Total
£ £ £
As at 1 January 2023 2,000 (8,277 ) (6,277)
Loss for the year and total comprehensive income - (61,414 ) (61,414)
As at 31 December 2023 and 1 January 2024 2,000 (69,691 ) (67,691)
Loss for the year and total comprehensive income - (1,336,170 ) (1,336,170)
As at 31 December 2024 2,000 (1,405,861 ) (1,403,861)
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Notes to the Financial Statements
1. General Information
Apex Prime Care Group Ltd is a private company, limited by shares, incorporated in England & Wales, registered number 12539224 . The registered office is Crown House Stephenson Road, Severalls Industrial Park, Colchester, CO4 9QR.
2. Accounting Policies
2.1. Basis of Preparation of Financial Statements
The financial statements have been prepared under the historical cost convention and in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland'' and the Companies Act 2006.
The presentation currency of the financial statements is the Pound Sterling (£).
Accounts are rounded to the nearest pound.
The accounts represent the company as an individual entity.
Preparation of consolidated financial statements
The financial statements contain information about Apex Prime Care Group Ltd as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Cera Care Limited, Crown House, Stephenson Road, Severalls Industrial Park, Colchester, CO4 9QR.
2.2. Financial Reporting Standard 102 - Reduced Disclosure Exemptions
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
  • the requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d).
2.3. Going Concern Disclosure
The company meets its day-to-day working capital requirements through its bank facilities. The current economic conditions continue to create uncertainty over (a) the level of demand for the company's services, and (b) the availability of bank finance for the foreseeable future. The company’s forecasts and projections, taking account of a severe but plausible change in trading performance, show that the company should be able to operate within the level of its current facilities. After making enquiries, 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.
2.4. Significant judgements and estimations
The preparation of financial statements requires the use of estimates and assumptions that affect reported amount of assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. These estimates and assumptions are based on management's best knowledge of the amount, events or actions. Actual results may differ from those amounts.
Management do not consider there to be any significant judgements or estimates used in the preparation of these financial statements.
2.5. Turnover
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the rendering of services. Turnover is reduced for estimated customer returns, rebates and other similar allowances.
2.6. Investments
Investments in subsidiary undertakings are recognised at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. An impairment review has been undertaken in the year, and one investment has been fully impaired.
2.7. Cash and Cash Equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks, other short-term highly liquid investments that mature in no more than three months from the date of acquisition and are readily convertible to a known amount of cash with insignificant risk of change in value, and bank overdrafts.
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2.8. Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised on timing differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable timing differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible timing differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are presented within provisions for liabilities and deferred tax assets within debtors. The measurement of deferred tax liabilities and assets reflect the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Current and deferred tax are recognised in profit or loss for the year, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case current and deferred tax are recognised in other comprehensive income or directly in equity respectively.
2.9. Taxation
Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the period ended 31 December 2023.
3. Turnover
Analysis of turnover by class of business is as follows:
2024 2023
£ £
Management charges 135,923 730,191
4. Staff Costs
Staff costs, including directors' remuneration, were as follows:
2024 2023
£ £
Wages and salaries 178,193 466,630
Social security costs 18,923 51,213
Other pension costs 3,888 12,203
201,004 530,046
5. Average Number of Employees
Average number of employees, including directors, during the year was: 3 (2023: 10)
3 10
6. Interest Payable and Similar Charges
2024 2023
£ £
Late payment tax charges - 471
Also included within interest payable and similar charges is £nil (£1,290) of irrecoverable VAT.
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7. Debtors
2024 2023
£ £
Due within one year
Amounts owed by group undertakings 1,921,866 2,062,499
Other debtors 2,000 2,000
1,923,866 2,064,499
8. Creditors: Amounts Falling Due Within One Year
2024 2023
£ £
Amounts owed to group undertakings 3,350,101 3,332,608
Other creditors 107,690 132,298
Taxation and social security - 14,132
Accruals and deferred income 3,476 4,724
3,461,267 3,483,762
9. Share Capital
2024 2023
Allotted, called up and fully paid £ £
2,000 Ordinary Shares of £ 1.00 each 2,000 2,000
10. Contingent Liabilities
The company has given cross guarantees over their assets relating to the borrowing of the parent company. The guarantee was put in place on 20 December 2022. The outstanding loan balance at 31 December 2023 can be found in the financial statements of the smallest group in which the company's results are consolidated is that of Cera Care Limited whose registered office address is; Crown House, Stephenson Road, Severalls Industrial Park, Colchester, CO4 9QR, company number: 09874278. The charge was settled on 09 January 2025.
11. Pension Commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund.
During the year the charge to the profit and loss account in respect of defined contribution schemes was £3,888 (2023: £12,203).
At the balance sheet date contributions of £NIL were due to the fund and are included in creditors.
12. Related Party Disclosures
The company has taken advantage of exemption, under 33.1A of the Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", not to disclose transactions with wholly owned subsidiaries within the group.
13. Controlling Parties
The company's ultimate controlling party is Cera Care Limited .
The ultimate parent undertaking and the smallest and largest group to consolidate these financial statements is Cera Care Limited. Copies of the Cera Care Limited consolidated financial statements can be obtained from Crown House Stephenson Road, Severalls Industrial Park, Colchester CO4 9QR.
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