REGISTERED NUMBER: 06644537 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 March 2025

for

Apricus Group Holdings Limited

Previously known as

Panthera Group Holdings Limited

Page

Company Information

1

Chartered Accountants' Report

2

Statement of Financial Position

3

Notes to the Financial Statements

5

DIRECTORS:

N James

R S James

REGISTERED OFFICE:

Second Floor

Curzon House

24 High Street

Banstead

Surrey

SM7 2LJ

REGISTERED NUMBER:

06644537 (England and Wales)

ACCOUNTANTS:

Ascendant Partners Limited

Second Floor

Curzon House

24 High Street

Banstead

Surrey

SM7 2LJ

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Statement of Financial Position. Readers are cautioned that the Income Statement and certain other primary statements and the Report of the Directors are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Apricus Group Holdings Limited for the year ended 31 March 2025 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of Apricus Group Holdings Limited, as a body, in accordance with the terms of our engagement letter dated 9 March 2018. Our work has been undertaken solely to prepare for your approval the financial statements of Apricus Group Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Apricus Group Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Apricus Group Holdings Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that Apricus Group Holdings Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Apricus Group Holdings Limited. You consider that Apricus Group Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of Apricus Group Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Ascendant Partners Limited

Second Floor

Curzon House

24 High Street

Banstead

Surrey

SM7 2LJ

15 December 2025

FIXED ASSETS

Intangible assets

4

-

15,810

Tangible assets

5

3,340,186

3,375,505

Investments

6

413

413

3,340,599

3,391,728

CURRENT ASSETS

Debtors

7

87,186

3,660

Cash at bank

227

2,199

87,413

5,859

CREDITORS

Amounts falling due within one year

8

265,515

710,078

NET CURRENT LIABILITIES

(178,102

)

(704,219

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,162,497

2,687,509

CREDITORS

Amounts falling due after more than one year

9

(1,685,523

)

(1,129,769

)

PROVISIONS FOR LIABILITIES

11

(525,172

)

(537,888

)

NET ASSETS

951,802

1,019,852

CAPITAL AND RESERVES

Called up share capital

300

300

Revaluation reserve

12

1,015,763

1,015,763

Retained earnings

(64,261

)

3,789

SHAREHOLDERS' FUNDS

951,802

1,019,852

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Statement of Comprehensive Income has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 15 December 2025 and were signed on its behalf by:

N James - Director

R S James - Director

1.	STATUTORY INFORMATION

Apricus Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Going concern

The preparation of the financial statements requires the directors to make an assessment of the entity's ability to continue as a going concern. The directors have reviewed this and consider it appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Apricus Group Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Patents and licences are being amortised evenly over their estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Freehold property

-

2% per annum on cost

Improvements to property

-

over 15 years

Fixtures and fittings

-

25% per annum on reducing balance

Freehold property is included at fair value based on prevailing market conditions. Gains and losses are recognised in other comprehensive income and accumulated in equity, unless a loss exceeds a previous gain in which case this will be included in profit and loss.

Deferred taxation is provided on these gains at the future tax rate expected to apply when the property may be sold.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2024 - NIL).

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 April 2024

19,489

Disposals

(19,489

)

At 31 March 2025

-

AMORTISATION

At 1 April 2024

3,679

Charge for year

2,923

Eliminated on disposal

(6,602

)

At 31 March 2025

-

NET BOOK VALUE

At 31 March 2025

-

At 31 March 2024

15,810

5.	PROPERTY, PLANT AND EQUIPMENT

Improvements

Fixtures

Freehold

to

and

property

property

fittings

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2024

and 31 March 2025

3,334,800

97,817

9,695

3,442,312

DEPRECIATION

At 1 April 2024

58,551

5,832

2,424

66,807

Charge for year

26,981

6,521

1,817

35,319

At 31 March 2025

85,532

12,353

4,241

102,126

NET BOOK VALUE

At 31 March 2025

3,249,268

85,464

5,454

3,340,186

At 31 March 2024

3,276,249

91,985

7,271

3,375,505

Included in cost or valuation of land and buildings is freehold land of £ 1,996,721 (2024 - £ 1,996,721 ) which is not depreciated.

Cost or valuation at 31 March 2025 is represented by:

Improvements

Fixtures

Freehold

to

and

property

property

fittings

Totals

£

£

£

£

Valuation in 2022

449,549

-

-

449,549

Valuation in 2023

904,800

-

-

904,800

Cost

1,980,451

97,817

9,695

2,087,963

3,334,800

97,817

9,695

3,442,312

In October 2023, the directors reviewed valuations based on advice received from their property advisors and as a result valued the property at £3,334,800 at the balance sheet date. At 31 March 2022, the directors valuation of the property was £2,430,000.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

413

NET BOOK VALUE

At 31 March 2025

413

At 31 March 2024

413

The investment represents 100% of the ordinary share capital in the company's subsidiaries and a minority investment in the property management company which maintains the business park where the company in based.

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

3,766

-

Social security and other taxes

6,728

805

Prepayments and accrued income

76,692

2,855

87,186

3,660

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Bank loans and overdrafts

120,618

24,569

Trade creditors

38,609

-

Amounts owed to group undertakings

91,463

679,941

Directors' current accounts

4,995

2,270

Accruals and deferred income

9,830

3,298

265,515

710,078

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2025

2024

£

£

Bank loans - 1-2 years

135,524

22,521

Bank loans - 2-5 years

464,888

130,467

Bank loans more 5 yr by instal

1,076,115

967,785

Other creditors

8,996

8,996

1,685,523

1,129,769

2025

2024

£

£

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

1,076,115

967,785

10.	SECURED DEBTS

HSBC Bank plc hold a debenture dated 20 April 2020 securing all present and future liabilities to the bank by way of a fixed and floating charge over all of the assets of the company. HSBC Bank plc also hold a legal charge by way of a mortgage dated 19 August 2021 over the freehold property. These charges were satisfied post year end.

11.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Deferred tax

537,888

537,888

Tax losses available

(10,630

)

-

Accelerated capital allowances

(2,086

)

-

525,172

537,888

Deferred

tax

£

Balance at 1 April 2024

537,888

Credit to Statement of Comprehensive Income during year

(12,716

)

Balance at 31 March 2025

525,172

12.

RESERVES

Revaluation

reserve

£

At 1 April 2024

and 31 March 2025

1,015,763

13.	RELATED PARTY DISCLOSURES

The company is the parent company of Panthera Group Limited and Panthera Security Limited. Mr N James and Mr R James, who are directors of the company, are also directors of Panthera Group Limited, Panthera Security Limited, Panthera Temporary Site Services limited and Loop Sustainable Visuals Limited.

During the period under review the company received dividends of £101,783 (2024: £208,783) and rent of £81,800 (2024: £81,800) from Panthera Group Limited.

At the balance sheet date, the amounts outstanding were as follows:

2025

2024

Due from

Due to

Due from

Due to

£

£

£

£

Panthera Group Limited

-

79,463

-

670,641

Panthera Security Limited

-

11,800

-

9,100

Panthera Temporary Site Services Limited

-

100

-

100

Loop Sustainable Visuals Limited

-

100

-

100

-

91,463

-

679,941

14.	POST BALANCE SHEET EVENTS

On 4 April 2025 the company sold its shares in Panthera Group Limited, Panthera Security Limited, Panthera Temporary Site Services Limited and Loop Sustainable Visuals Limited to Orbis Protect Limited.

15.	ULTIMATE CONTROLLING PARTY

The company is controlled by the directors.