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Registered number: 12080977









PROSPECTUS 3.0 LIMITED









FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 31 MARCH 2024

 
PROSPECTUS 3.0 LIMITED
REGISTERED NUMBER: 12080977

BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 4 
3,644,065
3,644,065

  
3,644,065
3,644,065

Current assets
  

Debtors: amounts falling due within one year
  
92,142
-

  
92,142
-

Creditors: amounts falling due within one year
 6 
(1,764,661)
(1,157,870)

Net current liabilities
  
 
 
(1,672,519)
 
 
(1,157,870)

Total assets less current liabilities
  
1,971,546
2,486,195

Creditors: amounts falling due after more than one year
 7 
(2,169,154)
(2,683,803)

  

Net liabilities
  
(197,608)
(197,608)


Capital and reserves
  

Called up share capital 
  
60
60

Share premium account
  
540
540

Profit and loss account
  
(198,208)
(198,208)

  
(197,608)
(197,608)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 October 2024.




D J Gold
Director

The notes on pages 2 to 9 form part of these financial statements.

Page 1

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Prospectus 3.0 Limited is a private company limited by shares, incorporated in England & Wales (registered number:12080977). The regisetered office address is 20-22 Stukeley Street, London, WC2B 5LR.
The financial statements are presented in Sterling, which is the functional currency of the company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.

  
2.3

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 asumed, and equity instruments issues 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.

Page 2

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Going concern

The financial statements have been prepared on a going concern basis. Prospectus 3.0 Ltd is the ultimate parent company of Prospectus Limited. The 2023/24 financial statements of Prospectus Limited reflect a challenging year in which gross revenues were significantly down on the previous year. The previous year showed significant growth as a result of unprecedented increase in activity following the COVD-19 pandemic, when recruitment in most business areas exceeded targets. Part way through 2023/24 revenues started to decline as the market re-calibrated, and then reduced in the latter quarters due to funding challenges in the sector, which resulted in restructures, head count reductions and recruitment freezes. Prospectus reviewed all business areas and completed a restructure in the last quarter to identify and implement efficiencies, reduce costs, improve productivity and grow revenues. This unfortunately resulted in a number of roles being made redundant. Whilst the market place still remains challenging in places, our new structure has improved decision making and how we support our candidates and clients more effectively. Our mix of services, our skills, knowledge, experience and track record position us well to capitilise on shifts in the market place, and extend our reach across the beyond profit sector.  
Prospectus 3.0 Limited continues to be supported by its subsidiary undertakings and its proprietors, and the directors are confident that it will be able to meet all its liabilities and commitments. The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements, which indicate that the group will have sufficient funds, through current financing facilities principally comprising funds from investors and asset-based finance secured upon trade debtors. Based on this, the directors have concluded that they have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future, and at least twelve months from the date of signing these financial statements. They therefore continue to adopt the going concern basis of accounting in preparing these financial statements.
 

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 3

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.7

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.


3.


Employees




The average monthly number of employees, including directors, during the year was 6 (2023 - 6).

Page 4

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
3,644,065



At 31 March 2024
3,644,065




The carrying value of investments in subsidiaries consist of historic acquisition costs of £5,201,443 less £1,557,378 relating to accumulated impairment losses and gainst brought forward. 


5.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
92,142
-

92,142
-



6.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
155,556
150,843

Other loans
155,556
163,575

Amounts owed to group undertakings
1,444,732
834,634

Other creditors
8,817
8,818

1,764,661
1,157,870


Page 5

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
57,706
252,594

Other loans
2,111,448
2,431,209

2,169,154
2,683,803



8.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
155,556
150,843

Other loans
155,556
163,575


311,112
314,418

Amounts falling due 1-2 years

Bank loans
57,706
252,594


57,706
252,594

Amounts falling due 2-5 years

Other loans
1,702,283
1,760,000


1,702,283
1,760,000

Amounts falling due after more than 5 years

Other loans
409,164
671,209

409,164
671,209

2,480,265
2,998,221


Bank loans are secured by way of both fixed and floating charges over the assets of the company and its subsidiary undertakings.
There is a cross-guarantee in place between Prospectus 3.0 Limited and its subsidiary companies, Prosepctus Management Limited and Prospectus Limited on all borrowings outstanding within the group at the Balance Sheet date.

Page 6

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.


Share-based payments

On 17 December 2021, the company established a share option scheme that entitled all eligible
employees of Prospectus Ltd, a group company, to purchase shares in the company. 
The Company’s intent and aim for the operation of the scheme is to create an option pool not greater
than 16% of the fully diluted share capital of the Company from which various rounds of Options can be granted to identified Eligible Employees from time to time as determined by a number of conditions, such conditions to be determined and approved by the Board from time to time.
The Company shall be entitled to consider and, where determined by the Board, grant multiple rounds
of Options in accordance with the scheme. The Board shall consider, at least every 2 calendar years
from the date that the scheme is established and/or as often as the Board consider reasonable, the
potential number of additional Eligible Employees who meet the criteria within the Allocation
Conditions and shall determine (at the Boards complete discretion) when to initiate a new round of
Options.
In the event that the Board has agreed to initiate a new round of Options to Eligible Employees who
meet the criteria within the Allocation Conditions the Company shall, as soon as reasonably
practicable, instruct the Company’s accountants and/or tax advisors to initiate a valuation of the
Company and HMRC request for valuation in order to determine the applicable and approved
Exercise Price at that time and which would be used for the proposed new round of Options.
The Company (acting through the Board) may grant EMI Options for commercial reasons in order to
recruit or retain an Eligible Employee. The Company may not grant EMI Options as part of any
scheme or arrangement for which the main purpose (or one of its main purposes) is tax avoidance.
The Company granted options, which is a right to acquire the Option Shares at the Exercise
Price, on the terms set out in an agreement and subject to rules.
The earliest date on which the Option may be exercised (subject to the other terms of the agreement
and the Rules) unless an earlier event occurs to cause it to lapse or to become exercisable under the
Rules, shall be the date on which an Exit occurs.
Exit Proceeds means:
If the exit is a share sale
If the exit is an asset sale
If the exit is a listing
Options shall be exercised in accordance with the Rules. As per the agreements in place the Option
shall lapse on tenth anniversary of this Option, assuming it is not exercised before then and no event
occurs to cause it to lapse earlier under the Rules. A set of rules are in place as defined and agreed
by the shareholders of the Company.

Page 7

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

Share-based payments continued

Other restriction on rules include the options will lapse should the option holders cease to be an employee of Prospectus Ltd. The options may not be transferred or assigned or have any charge or other security interest created over it.

Weighted average exercise price (pence)
2024
Number
2024
Weighted average exercise price
(pence)
2023
Number
2023

Outstanding at the beginning of the year

0.001

4,570

0.001
 
5,540
 
Granted

0

-

0
 
-
 
Cancelled

0

(1,120)

0
 
(970)
 
Exercised

0

-

0
 
-
 
Expired during the year

0

-

0
 
-
 
Outstanding at the end of the year
0.001

3,450

0.001
 
4,570
 

The options outstanding at 31 March 2024 had an exercise price of £0.001, and a remaining contractual life of 8 years.





10.
 

Business combinations

Acquisition of Enter name of entity

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
£
£


Total purchase consideration

Consideration


Total purchase consideration

Cash outflow on acquisition


Net cash outflow on acquisition

Page 8

 
PROSPECTUS 3.0 LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.Business combinations (continued)

The results of Enter name of entity since acquisition are as follows:


Result for the period since acquisition


11.


Controlling party

There is no ultimate controlling party.


12.



Subsidiary undertakings



Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Prospectus Management Ltd
20-22 Stukeley Street, London, WC2B 5LR
Ordinary
100%
Prospectus Limited*
20-22 Stukeley Street, London, WC2B 5LR
Ordinary
100%

* Indirect subsidiary


13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 March 2024 was unqualified.

The audit report was signed on 25 October 2024 by Adam Hubbard BA(Hons) FCA (Senior Statutory Auditor) on behalf of Azets Audit Services.

 
Page 9