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Company No: OC420569 (England and Wales)

EX3 PARTNER LLP
(Formerly Veritas Prime LLP)

Unaudited Financial Statements
For the financial period from 01 February 2024 to 31 December 2024
Pages for filing with the registrar

EX3 PARTNER LLP

Unaudited Financial Statements

For the financial period from 01 February 2024 to 31 December 2024

Contents

EX3 PARTNER LLP

LIMITED LIABILITY PARTNERSHIP INFORMATION

For the financial period from 01 February 2024 to 31 December 2024
EX3 PARTNER LLP

LIMITED LIABILITY PARTNERSHIP INFORMATION (continued)

For the financial period from 01 February 2024 to 31 December 2024
DESIGNATED MEMBERS JSR People Tech Ltd
SAPHR Consulting Limited
Veritas Prime LLC
VPNL Holding B.V.
REGISTERED OFFICE Warehouse K
2 Western Gateway
London
E16 1DR
United Kingdom
REGISTERED NUMBER OC420569 (England and Wales)
ACCOUNTANT Gravita Business Services Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
United Kingdom
EX3 PARTNER LLP

STATEMENT OF FINANCIAL POSITION

As at 31 December 2024
EX3 PARTNER LLP

STATEMENT OF FINANCIAL POSITION (continued)

As at 31 December 2024
Note 31.12.2024 31.01.2024
£ £
Fixed assets
Tangible assets 3 30,213 15,008
30,213 15,008
Current assets
Debtors 4 1,558,429 937,729
Cash at bank and in hand 1,240,128 357,342
2,798,557 1,295,071
Creditors: amounts falling due within one year 5 ( 2,716,848) ( 1,232,398)
Net current assets 81,709 62,673
Total assets less current liabilities 111,922 77,681
Creditors: amounts falling due after more than one year 6 ( 12,500) ( 40,000)
Provision for liabilities ( 1) 0
Net assets attributable to members 99,421 37,681
Represented by
Loans and other debts due to members within one year
Other amounts 11 91,021 29,281
91,021 29,281
Members' other interests
Members' capital classified as equity 10 8,400 8,400
8,400 8,400
99,421 37,681
Total members' interests
Loans and other debts due to members 91,021 29,281
Members' other interests 8,400 8,400
99,421 37,681

For the financial period ending 31 December 2024 the LLP was entitled to exemption from audit under section 477 of the Companies Act 2006, as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

Members' responsibilities:

The financial statements of EX3 Partner LLP (registered number: OC420569) were approved and authorised for issue by the Board of Directors on 04 June 2025. They were signed on its behalf by:

SAPHR Consulting Limited
Designated member
VPNL Holding B.V.
Designated member
JSR People Tech Ltd
Designated member
EX3 PARTNER LLP

RECONCILIATION OF MEMBERS' INTERESTS

For the financial period from 01 February 2024 to 31 December 2024
EX3 PARTNER LLP

RECONCILIATION OF MEMBERS' INTERESTS (continued)

For the financial period from 01 February 2024 to 31 December 2024
EQUITY
Members' other interests
DEBT
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests
Members' capital (classified as equity) Other amounts Total
£ £ £
Amounts due to members 149,723
Balance at 01 February 2023 8,400 149,723 158,123
Members' remuneration charged as an expense, including employment and retirement benefit costs 0 792,262 792,262
Members' interest after result for the financial period/year 8,400 941,985 950,385
Drawings 0 (912,704) (912,704)
Amounts due to members 29,281
Balance at 31 January 2024 8,400 29,281 37,681
Members' remuneration charged as an expense, including employment and retirement benefit costs 0 750,240 750,240
Members' interest after result for the financial period/year 8,400 779,521 787,921
Drawings 0 (688,500) (688,500)
Amounts due to members 91,021
Balance at 31 December 2024 8,400 91,021 99,421

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests

EX3 PARTNER LLP

NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 February 2024 to 31 December 2024
EX3 PARTNER LLP

NOTES TO THE FINANCIAL STATEMENTS

For the financial period from 01 February 2024 to 31 December 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Veritas Prime LLP is a limited liability partnership, incorporated in the United Kingdom under the Limited Liability Partnerships Act 2000 and is registered in England and Wales. The address of the LLP's registered office is Warehouse K, 2 Western Gateway, London, E16 1DR, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Limited Liability Partnerships Act 2000 as applicable to companies subject to the small companies regime and the requirements of the Statement of Recommended Practice Accounting by Limited Liability Partnerships issued in December 2021 (SORP 2022).

The financial statements are presented in pounds sterling which is the functional currency of the LLP and rounded to the nearest £.

Going concern

The members have assessed the balance sheet and likely future cash flows at the date of approving these financial statements. The LLP’s trading activity continues to be profitable and cash generative. Based on this, the members have a reasonable expectation that the LLP has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, the members continue to adopt the going concern basis in preparing the financial statements.

Reporting period length

The current reporting period length is from 01 February 2024 to 31 December 2024. The comparative accounting period commenced on 1 February 2023 to 31 January 2024. Therefore, the comparative figures are not entirely comparable.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of Financial Position date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Revenue for services is recognised to the extent that the LLP obtains the right to consideration in exchange for its performance. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates, VAT and other sales tax or duty. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the LLP and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The LLP operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Statement of Financial Position.

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so 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.

Taxation

The taxation payable on the partnership's profits is the personal liability of the members, although payment of such liabilities is administered by the partnership on behalf of its members. Consequently, neither partnership taxation nor related deferred taxation is accounted for in these financial statements.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset over its expected useful life, as follows:

Office equipment 3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Leases

The LLP as lessee
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the LLP reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the LLP estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An 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.

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.

For financial assets carried at amortised cost, the amount of 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.

Financial instruments

Financial assets and financial liabilities are recognised when the LLP becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the LLP after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the LLP intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the LLP transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the LLP, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group LLPs and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the LLP’s contractual obligations expire or are discharged or cancelled.

Members' participation rights

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with FRS 25 (IAS 32) Financial Instruments: Disclosure and Presentation and UITF abstract 39 Members' shares in co-operative entities and similar instruments. A members' participation right results in a liability unless the right to any payment is discretionary on the part of the LLP.

Amounts subscribed or otherwise contributed by members, for example members' capital, are classed as equity if the LLP has an unconditional right to refuse payments to members. If the LLP does not have such an unconditional right, such amounts are classified as liabilities.

Where profits are automatically divided as they arise, so the LLP does not have an unconditional right to refuse payment, the amounts arising that are due to members are in the nature of liabilities. They are therefore treated as an expense in the Profit and Loss Account in the relevant year. To the extent that they remain unpaid at the year end, they are shown as liabilities in the Statement of Financial Position.

Conversely, where profits are divided only after a decision by the LLP or its representative, so that the LLP has an unconditional right to refuse payment, such profits are classed as an appropriation of equity rather than as an expense. They are therefore shown as a residual amount available for discretionary division among members in the Profit and Loss Account and are equity appropriations in the Statement of Financial Position.

All amounts due to members that are classified as liabilities are presented in the Statement of Financial Position within 'Loans and other debts due to members' and are charged to the Profit and Loss Account within 'Members' remuneration charged as an expense'. Amounts due to members that are classified as equity are shown in the Statement of Financial Position within 'Members' other interests'.

Provisions

Provisions are recognised when the LLP has a present obligation (legal or constructive) as a result of a past event, it is probable that the LLP will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the Statement of Financial Position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

2. Employees

Period from
01.02.2024 to
31.12.2024
Year ended
31.01.2024
Number Number
Monthly average number of persons employed by the LLP during the period 50 40

Members' remuneration paid under the terms of the LLP agreement was £750,234 (Year ended 31.01.2024: £792,262).

3. Tangible assets

Office equipment Total
£ £
Cost
At 01 February 2024 42,064 42,064
Additions 27,928 27,928
At 31 December 2024 69,992 69,992
Accumulated depreciation
At 01 February 2024 27,056 27,056
Charge for the financial period 12,723 12,723
At 31 December 2024 39,779 39,779
Net book value
At 31 December 2024 30,213 30,213
At 31 January 2024 15,008 15,008

4. Debtors

31.12.2024 31.01.2024
£ £
Trade debtors 980,900 632,860
Accrued income 546,220 258,420
Other debtors 31,309 46,449
1,558,429 937,729

5. Creditors: amounts falling due within one year

31.12.2024 31.01.2024
£ £
Bank loans 30,000 30,000
Trade creditors 409,845 24,462
Other taxation and social security 317,685 275,972
Other creditors 1,959,318 901,964
2,716,848 1,232,398

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

31.12.2024 31.01.2024
£ £
Bank loans 12,500 40,000

The LLP's bank has a fixed and floating charge over the assets of the LLP, for amounts owed to the bank.

7. Financial commitments

Commitments

Total future minimum lease payments under non-cancellable operating leases are as follows:

31.12.2024 31.01.2024
£ £
within one year 50,286 33,524
between one and five years 100,572 0
150,858 33,524

Pensions

The LLP operates a defined contribution pension scheme for the members and employees. The assets of the scheme are held separately from those of the LLP in an independently administered fund.

31.12.2024 31.01.2024
£ £
Unpaid contributions due to the fund (inc. in other creditors) 31,698 34,930

8. Related party transactions

Included in other creditors is a royalty fee of £364,315 (Year ended 31.01.2024: £277,423) payable to Veritas Prime LLC, a designated member of the LLP.

9. Events after the Balance Sheet date

In April 2025, Veritas Prime LLP announced a major strategic initiative that included a rebranding and change in trading name to EX3. Management does not anticipate any material negative commercial consequences arising from the rebranding.

In parallel, Veritas Prime LLP is in discussions to terminate the Management Services Agreement that governs its commercial relationship with its US affiliate, Veritas Prime LLC. The parties also are negotiating Veritas Prime LLP’s potential acquisition of the US affiliate’s 16% partnership interest in Veritas Prime LLP.

As of the date of these financial statements, negotiations are ongoing as to the final terms of the termination of the Management Services Agreement (including the ongoing provision of certain services by the US affiliate to Veritas Prime LLP) and the potential sale of Veritas Prime LLC’s partnership interest in Veritas Prime LLP.

10. Members' capital classed as equity

31.12.2024 31.01.2024
£ £
SAPHR Consulting Limited 2,800 2,800
JSR PeopleTech Ltd 2,800 2,800
VPNL Holding B.V. 2,800 2,800
8,400 8,400

Ownership and profit share

In accordance with the LLP agreement, the group structure is as follows:
• 16% Veritas Prime LLC and
• 28% each for SAPHR Consulting Limited, JSR People Tech Ltd and VPNL Holding B.V.

For the profit share, the split is 1/3 (33.33%) each excluding Veritas Prime LLC. Veritas Prime LLC is entitled to royalties and commission and not profit share.

11. Loans and other debts due to members

Saphr Consulting Limited

31.12.2024
£
Opening balance at 1 February 2024 9,760
Profit for the period 250,078
Drawings in the period (229,500)
30,338

JSR PeopleTech Ltd

31.12.2024
£
Opening balance at 1 February 2024 9,760
Profit for the period 250,078
Drawings in the period (229,500)
30,338

VPNL Holdings B.V.

31.12.2024
£
Opening balance at 1 February 2024 9,760
Profit for the period 250,078
Drawings in the period (229,500)
30,338

The total profit share in the period was £750,234 (Year ended 31.01.2024: £792,262). The total members' drawings in the period was £688,500 (Year ended 31.01.2024: £912,704), resulting in amounts owed to members at period end as £91,021 (Year ended 31.01.2024: £29,281).

12. Ultimate controlling party

In the opinion of the members, there is no one ultimate controlling party.