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COMPANY REGISTRATION NUMBER: 10332357

Apex Prism Limited

Unaudited Financial Statements

30 March 2026

Apex Prism Limited

Financial Statements

Year ended 30 March 2026

Contents | Page

Strategic report | 1

Directors' report | 3

Chartered accountant's report to the board of directors on the preparation of the unaudited statutory financial statements | 4

Consolidated income statement | 5

Consolidated statement of financial position | 6

Company statement of financial position | 7

Consolidated statement of changes in equity | 9

Company statement of changes in equity | 10

Consolidated statement of cash flows | 11

Notes to the financial statements | 12

Apex Prism Limited

Strategic Report

Year ended 30 March 2026
The directors present their strategic report for the year ended 30 March 2026. Apex Prism Limited (formerly Blue Garnet Management Services Limited) is the parent of the Apex Group (the 'Group') which provides payroll administration, workforce payroll processing and associated business support services. The principal subsidiaries within the Group were Apex Europe Limited and Emerald Sales Limited. Subsequent to the year end Emerald Sales Limited concluded to be part of the Group, and the Group is now comprised of Apex Europe Limited and Apex Vertex Limited.
Review of business
Turnover has decreased to £8,914,795 from £9,049,413, a decrease of £134,618. New client relationships are now being formed giving us confidence of restoring revenues to previous levels and unlocking exciting opportunities for further growth and expansion. We have made significant investments in our onboarding and processing software to enhance operational efficiency. With a strong pipeline of new business heading into the next financial year, the outlook remains positive. We now have a settled and highly skilled team, positioning the Group for sustained success.
Principal risks and uncertainties
This area is influenced by legislative changes, with the primary risks being shifts in government policies and their impact on regulations, as well as potential changes to employment law and agency worker regulations. The Group maintains a very low credit and price risk, as its business model ensures that funds are received upfront, eliminating exposure to external debtors. There is an unsecured intercompany debtor related to an associated non-Group entity. While interest is not charged on this loan, it is considered fully recoverable. To manage financial risk, the Group closely monitors cash flow to ensure it can meet all foreseeable debts as they become due. The directors acknowledge the significance of the group's environmental responsibilities. The group actively monitors its environmental impact and develops and implements policies to reduce any negative effects of its operations. These initiatives include promoting recycling and reducing energy consumption. To further minimize its carbon footprint, the group prioritises electronic communication whenever possible.
This report was approved by the board of directors on 25 June 2026 and signed on behalf of the board by:

Miss L McLachlan
Director

Registered office:
Old Hall Farm
19 Barnston Lane
Moreton
Wirral
CH46 7TN

Apex Prism Limited

Directors' Report

Year ended 30 March 2026
The directors present their report and the unaudited financial statements of the group for the year ended 30 March 2026 .
Directors
The directors who served the company during the year were as follows:

Mr L McLachlan |
Miss L McLachlan |

Dividends
The directors do not recommend the payment of a dividend.
This report was approved by the board of directors on 25 June 2026 and signed on behalf of the board by:

Miss L McLachlan
Director

Registered office:
Old Hall Farm
19 Barnston Lane
Moreton
Wirral
CH46 7TN

Apex Prism Limited

Chartered Accountant's Report to the Board of Directors on the Preparation of the Unaudited Statutory Financial Statements of Apex Prism Limited

Year ended 30 March 2026
As described on the consolidated statement of financial position, the directors of the company are responsible for the preparation of the financial statements for the year ended 30 March 2026, which comprise the consolidated income statement, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes. You consider that the company is exempt from an audit under the Companies Act 2006. In accordance with your instructions we have compiled these financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and from information and explanations supplied to us.
HAILWOOD & CO. Chartered accountants
392-394 Hoylake Road Moreton Wirral CH46 6DF
25 June 2026

Apex Prism Limited

Consolidated Income Statement

Year ended 30 March 2026

| 2026 | 2025
Note | £ | £
Turnover | 4 | 8,914,795 | 9,049,413

Cost of sales | ( 7,943,520) | ( 8,897,636)
| ------------ | ------------
Gross profit | 971,275 | 151,777

Administrative expenses | ( 773,944) | ( 53,691)
Other operating income | 5 | – | 9,933
|  | --------- | ---------
Operating profit | 6 | 197,331 | 108,019

Other interest receivable and similar income | 8 | 6 | 72
Interest payable and similar expenses | 9 | ( 89,650) | ( 4,274)
| --------- | ---------
Profit before taxation | 107,687 | 103,817

Tax on profit | 10 | ( 26,349) | ( 7,124)
| --------- | ---------
Profit for the financial year | 81,338 | 96,693
| --------- | ---------

All the activities of the group are from continuing operations.
The group has no other recognised items of income and expenses other than the results for the year as set out above.

Apex Prism Limited

Consolidated Statement of Financial Position

30 March 2026

| 2026 | 2025
Note | £ | £

Current assets

Debtors | 13 | 2,458,602 | 2,909,092
Cash at bank and in hand | 301,865 | 169,488
| ------------ | ------------
| 2,760,467 | 3,078,580

Creditors: amounts falling due within one year | 14 | ( 2,474,731) | ( 2,864,133)
| ------------ | ------------
Net current assets | 285,736 | 214,447
| --------- | ---------
Total assets less current liabilities | 285,736 | 214,447

Creditors: amounts falling due after more than one year | 15 | – | ( 10,049)
| --------- | ---------
Net assets | 285,736 | 204,398
| --------- | ---------

Capital and reserves

Called up share capital | 17 | 353 | 353
Profit and loss account | 18 | 285,383 | 204,045
| --------- | ---------
Shareholders funds | 285,736 | 204,398
| --------- | ---------

For the year ending 30 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.
These financial statements were approved by the board of directors and authorised for issue on 25 June 2026 , and are signed on behalf of the board by:

Miss L McLachlan
Director

Company registration number: 10332357

Apex Prism Limited

Company Statement of Financial Position

30 March 2026

| 2026 | 2025
Note | £ | £

Fixed assets

Investments | 12 | 958,470 | 958,470

Current assets

Debtors | 13 | 342,676 | 358,584
Cash at bank and in hand | 1,248 | 1,923
| --------- | ---------
| 343,924 | 360,507

Creditors: amounts falling due within one year | 14 | ( 310,788) | ( 324,658)
| --------- | ---------
Net current assets | 33,136 | 35,849
| --------- | ---------
Total assets less current liabilities | 991,606 | 994,319

Creditors: amounts falling due after more than one year | 15 | – | ( 3,926)
| --------- | ---------
Net assets | 991,606 | 990,393
| --------- | ---------

Capital and reserves

Called up share capital | 17 | 353 | 353
Share premium account | 18 | 499,647 | 499,647
Other reserves, including the fair value reserve | 18 | 458,470 | 458,470
Profit and loss account | 18 | 33,136 | 31,923
| --------- | ---------
Shareholders funds | 991,606 | 990,393
| --------- | ---------

The profit for the financial year of the parent company was £ 1,213 (2025: £ 29,768 ).
For the year ending 30 March 2026 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.
Directors' responsibilities:
- The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476 ;
- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

Apex Prism Limited

Company Statement of Financial Position (continued)

30 March 2026
These financial statements were approved by the board of directors and authorised for issue on 25 June 2026 , and are signed on behalf of the board by:

Miss L McLachlan
Director

Company registration number: 10332357

Apex Prism Limited

Consolidated Statement of Changes in Equity

Year ended 30 March 2026

| Called up share capital | Profit and loss account | Total
| £ | £ | £
At 31 March 2024 | 353 | 107,352 | 107,705
Profit for the year |  | 96,693 | 96,693
| ---- | --------- | ---------
Total comprehensive income for the year | – | 96,693 | 96,693
At 30 March 2025 | 353 | 204,045 | 204,398
Profit for the year |  | 81,338 | 81,338
| ---- | --------- | ---------
Total comprehensive income for the year | – | 81,338 | 81,338
| ---- | --------- | ---------
At 30 March 2026 | 353 | 285,383 | 285,736
| ---- | --------- | ---------

Apex Prism Limited

Company Statement of Changes in Equity

Year ended 30 March 2026

| Called up share capital | Share premium account | Other reserves, including the fair value reserve | Profit and loss account | Total
| £ | £ | £ | £ | £
At 31 March 2024 | 353 | 499,647 | 458,470 | 2,155 | 960,625
Profit for the year |  |  |  | 29,768 | 29,768
| ---- | --------- | --------- | -------- | ---------
Total comprehensive income for the year | – | – | – | 29,768 | 29,768
At 30 March 2025 | 353 | 499,647 | 458,470 | 31,923 | 990,393
Profit for the year |  |  |  | 1,213 | 1,213
| ---- | --------- | --------- | -------- | ---------
Total comprehensive income for the year | – | – | – | 1,213 | 1,213
| ---- | --------- | --------- | -------- | ---------
At 30 March 2026 | 353 | 499,647 | 458,470 | 33,136 | 991,606
| ---- | --------- | --------- | -------- | ---------

Apex Prism Limited

Consolidated Statement of Cash Flows

Year ended 30 March 2026

| 2026 | 2025
| £ | £

Cash flows from operating activities

Profit for the financial year | 81,338 | 96,693

Adjustments for: |  |
Other interest receivable and similar income | ( 6) | ( 72)
Interest payable and similar expenses | 89,650 | 4,274
Tax on profit | 26,349 | 7,124
Accrued expenses/(income) | 92,802 | ( 47,195)

Changes in: |  |
Trade and other debtors | 433,344 | ( 658,369)
Trade and other creditors | ( 440,720) | 640,411
| --------- | ---------
Cash generated from operations | 282,757 | 42,866

Interest paid | ( 89,650) | ( 4,274)
Interest received | 6 | 72
Tax paid | ( 40,783) | ( 53,407)
| --------- | --------
Net cash from/(used in) operating activities | 152,330 | ( 14,743)
| --------- | --------

Cash flows from financing activities

Proceeds from borrowings | ( 19,953) | ( 19,955)
Proceeds from loans from group undertakings | – | 100
| --------- | --------
Net cash used in financing activities | ( 19,953) | ( 19,855)
| --------- | --------

Net increase/(decrease) in cash and cash equivalents | 132,377 | ( 34,598)
Cash and cash equivalents at beginning of year | 169,488 | 204,086
| --------- | ---------
Cash and cash equivalents at end of year | 301,865 | 169,488
| --------- | ---------

Apex Prism Limited

Notes to the Financial Statements

Year ended 30 March 2026
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Old Hall Farm, 19 Barnston Lane, Moreton, Wirral, CH46 7TN.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of Apex Prism Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
In the application of the company's accounting policies, management is required to make judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily available from other sources. The estimates and underlying assumptions are based on experience and other factors considered to be relevant. Actual results may differ from these estimates. The key judgements and sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described in the accounting policies.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

| Plant and machinery | - | 33% straight line

Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:

| 2026 | 2025
| £ | £
Rendering of services | 8,914,795 | 9,049,413
| ------------ | ------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Other operating income

| 2026 | 2025
| £ | £
Commission receivable | – | 9,933
| ---- | -------

6. Operating profit
Operating profit or loss is stated after charging:

| 2026 | 2025
| £ | £
Impairment of trade debtors | 45,689 | –
| -------- | ----

7. Staff costs
The average number of persons employed by the group during the year, including the directors, amounted to:

| 2026 | 2025
| No. | No.
Apex employees | 220 | 250
| ---- | ----

The aggregate payroll costs incurred during the year, relating to the above, were:

| 2026 | 2025
| £ | £
Wages and salaries | 1,719,905 | 2,988,591
Social security costs | 297,198 | 329,321
Other pension costs | 19,855 | 24,493
| ------------ | ------------
| 2,036,958 | 3,342,405
| ------------ | ------------

8. Other interest receivable and similar income

| 2026 | 2025
| £ | £
Interest on cash and cash equivalents | 6 | 72
| ---- | ----

9. Interest payable and similar expenses

| 2026 | 2025
| £ | £
Interest on banks loans and overdrafts | 548 | 1,057
Other interest payable and similar charges | 89,102 | 3,217
| -------- | -------
| 89,650 | 4,274
| -------- | -------

10. Tax on profit
Major components of tax income

| 2026 | 2025
| £ | £

Current tax:

UK current tax income | 26,349 | 7,124
Tax on profit | 26,349 | 7,124
| -------- | -------

Reconciliation of tax expense
The tax assessed on the profit on ordinary activities for the year is the same as (2025: the same as) the standard rate of corporation tax in the UK of 25 % (2025: 25 %).

| 2026 | 2025
| £ | £
Profit on ordinary activities before taxation | 107,687 | 103,817
| --------- | ---------
Profit on ordinary activities by rate of tax | 26,349 | 7,124
| --------- | ---------

11. Tangible assets

Group | Plant and machinery
| £
Cost |
At 31 March 2025 and 30 March 2026 | 5,900
| -------
Depreciation |
At 31 March 2025 and 30 March 2026 | 5,900
| -------
Carrying amount |
At 30 March 2026 | –
| -------
At 30 March 2025 | –
| -------

The company has no tangible assets.
12. Investments
The group has no investments.

Company | Shares in group undertakings
| £
Cost |
At 31 March 2025 and 30 March 2026 | 958,470
| ---------
Impairment |
At 31 March 2025 and 30 March 2026 | –
| ---------

Carrying amount |
At 31 March 2025 and 30 March 2026 | 958,470
| ---------
At 30 March 2025 | 958,470
| ---------

Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:

| Class of share | Percentage of shares held
Subsidiary undertakings |  |
Apex Europe Limited | Ordinary | 100
Apex Vertex Limited | Ordinary | 100
Jefferson O'Connor Limited | Ordinary | 100
Apex Orion Limited | Ordinary | 100
Apex Payroll Solutions Limited | Ordinary | 100

13. Debtors

| Group | Company
| 2026 | 2025 | 2026 | 2025
| £ | £ | £ | £
Trade debtors | 20,176 | 16,481 | – | –
Amounts owed by group undertakings | – | – | 342,676 | 358,160
Prepayments and accrued income | 115,308 | 184,410 | – | –
Other debtors | 2,323,118 | 2,708,201 | – | 424
| ------------ | ------------ | --------- | ---------
| 2,458,602 | 2,909,092 | 342,676 | 358,584
| ------------ | ------------ | --------- | ---------

14. Creditors: amounts falling due within one year

| Group | Company
| 2026 | 2025 | 2026 | 2025
| £ | £ | £ | £
Bank loans and overdrafts | 11,006 | 20,910 | 4,167 | 10,239
Trade creditors | 1,641 | 77 | – | –
Amounts owed to group undertakings | – | – | 100 | –
Accruals and deferred income | 91,776 | 16,120 | 4,410 | 4,240
Corporation tax | 48,167 | 62,601 | – | 10,307
Social security and other taxes | 2,320,746 | 2,761,487 | 1,328 | –
Other creditors | 1,395 | 2,938 | 300,783 | 299,872
| ------------ | ------------ | --------- | ---------
| 2,474,731 | 2,864,133 | 310,788 | 324,658
| ------------ | ------------ | --------- | ---------

15. Creditors: amounts falling due after more than one year

| Group | Company
| 2026 | 2025 | 2026 | 2025
| £ | £ | £ | £
Bank loans and overdrafts | – | 10,049 | – | 3,926
| ---- | -------- | ---- | -------

16. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 19,855 (2025: £ 24,493 ).
17. Called up share capital
Issued, called up and fully paid

| 2026 | 2025
| No. | £ | No. | £
Ordinary shares of £ 0.01 each | 26,475 | 265 | 26,475 | 265
Ordinary A shares of £ 0.01 each | 8,825 | 88 | 8,825 | 88
| -------- | ---- | -------- | ----
| 35,300 | 353 | 35,300 | 353
| -------- | ---- | -------- | ----

18. Reserves
Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.
19. Analysis of changes in net debt

| At 31 Mar 2025 | Cash flows | At 30 Mar 2026
| £ | £ | £
Cash at bank and in hand | 169,488 | 132,377 | 301,865
Debt due within one year | (20,910) | 9,904 | (11,006)
Debt due after one year | (10,049) | 10,049 | –
| --------- | --------- | ---------
| 138,529 | 152,330 | 290,859
| --------- | --------- | ---------

Apex Prism Limited

Notes to the Financial Statements (continued)

Year ended 30 March 2026
20. Related party transactions
Group
During the year the group entered into the following transactions with related parties:

| Transaction value | Balance owed by/(owed to)
| 2026 | 2025 | 2026 | 2025
| £ | £ | £ | £
Management fees incurred | 620,000 | – | – | –
Pearl Management Limited | – | – | 2,292,115 | 2,644,484
Apex Vertex Limited | – | – | 1,524 | 2,954
| --------- | ---- | ------------ | ------------

Company
During the year the company entered into the following transactions with related parties:

| Transaction value | Balance owed by/(owed to)
| 2026 | 2025 | 2026 | 2025
| £ | £ | £ | £
Management fees incurred | 470,000 | – | – | –
Pearl Management Limited | – | – | ( 300,783) | ( 299,872)
| --------- | ---- | --------- | ---------

Entities with control, joint control, or significant influence over the entity: