Prosapient Limited
Annual Report and Financial Statements
For the year ended 31 December 2024
Company Registration No. 10704431 (England and Wales)
Prosapient Limited
Company Information
Directors
S Holliday
T Hoppe
M Polishchuk
R Toms
C Potts
A Rakity
(Appointed 1 January 2024)
Secretary
Bird & Bird Company Secretaries Limited
Company number
10704431
Registered office
Floor 5 33 Holborn
London
United Kingdom
EC1N 2HT
Auditor
Moore Kingston Smith LLP
6th Floor
9 Appold Street
London
EC2A 2AP
Prosapient Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 37
Prosapient Limited
Strategic Report
For the year ended 31 December 2024
Page 1

The directors present their strategic report on Prosapient Limited and its subsidiaries (together the ‘Group’) for the year ended 31 December 2024.

Fair review of the business

The principal activity of the Group is to support professional services firms, investment firms and corporations with the expert intelligence they need to help them make critical business decisions and succeed in their goals. proSapient’s AI-enabled platform and global client services teams connect clients with industry experts who provide their insight via conference calls, messages and written work. The firm also uses cutting edge technology to create bespoke surveys to gather insights for our clients, and also offers a SaaS platform to help clients manage their own knowledge. Clients recognise proSapient as a technology enabled innovator in the $2.5 billion expert calls industry and turn to us for support on a broad range of high value projects. A key driver of client demand is for support on M&A activities, particularly from private equity investors and/​or the consulting firms they engage to support due diligences.

 

Turnover increased in 2024 by 17% to £33,051,989 (2023: £28,289,617), reflecting both growth in our existing clients as well as new clients.

 

The average number of employees in the year grew slightly to 227 (2023 as restated: 217).

 

The Group saw significant improvement in its profitability and reported a loss of £635,635 in the financial year, compared to a loss of £3,998,358 in 2023. Net assets decreased to £5,784,072 (2023: £6,355,050). Gross profit improved by 22% from £17,750,237 in 2023 to £21,677,443 in 2024.

 

Research and development costs related to the development of the company's platform have been capitalised as software development costs and the respective amortisation charge recognised in the Statement of Comprehensive Income for the year.

 

The results for the Group are set out in the Consolidated Statement of Comprehensive Income on page 10.

Principal risks and uncertainties

The Group’s performance could be impacted by material and adverse changes in the macro-economic environment. After a challenging 2023 for the market, when global M&A volumes dropped significantly, 2024 saw a return to increased stability and market growth. In addition, private equity firms hold record amounts of “dry powder” and are under pressure from limited partners to return capital which in turn creates momentum for increased deal activity.

 

In line with other companies in the industry, the Group faces and actively manages a broad set of risks (e.g., geopolitical, operational, IT and cyber) in part through the support of a dedicated Legal & Compliance function. In 2024, proSapient continued to strengthen its controls, processes and procedures including through the application of technology as part of a broader effort to offer clients increased confidence in an ever-changing market. Commercial success will be influenced by proSapient’s ability to cost-effectively expand its footprint with existing clients and win new business while maintaining delivery excellence.

 

 

Prosapient Limited
Strategic Report (Continued)
For the year ended 31 December 2024
Page 2
Key performance indicators

The principal KPIs for the firm are revenue and gross profit growth. Revenue increased over the year from £28,289,617 to £33,051,989, a 17% increase (2023: 4% decrease). Gross Profit improved over the year from £17,750,237 to £21,677,443, a 22% increase (2023: 4% increase).

 

Future developments

The firm looks forward to a successful 2025 as operational investments from 2024 play through and key drivers of business activity continue to recover, particularly private equity investment. proSapient expects to outpace industry growth as the firm continues to take market share.

On behalf of the board

C Potts
Chairman
6 August 2025
Prosapient Limited
Directors' Report
For the year ended 31 December 2024
Page 3

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company and group continued to be that as detailed in the Strategic Report.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Holliday
T Hoppe
M Polishchuk
R Toms
C Potts
A Rakity
(Appointed 1 January 2024)
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

Research and development

The group continues to invest in and develop its AI platform.

Events after the reporting date

Change to Loan Facilities

On 2 May 2025, Prosapient Limited (the Company) entered into an invoice discounting agreement with RBS Invoice Finance Limited. On the same day, the Company repaid in full the non-convertible loan notes which it had issued in November 2023. The principal repayment amount for the loan notes was £1,500,000.

 

The new facility provides the Company with access to funding, secured against qualifying trade receivables and unbilled income. The agreement is intended to support working capital requirements and enhance liquidity as the Company continues to grow, as well as provide a lower borrowing rate.

 

The Directors consider this new facility to be a positive development in strengthening the Company’s short-term and long-term funding capabilities.

 

New leases in Canada and Portugal

The Company has entered into a new lease agreement for a property located in Toronto, Canada, effective from 1 September 2025. The lease was formally signed on 28 April 2025. The lease term is for a period of five years with an annual rental commitment of CAD$358,590 (GBP£195,000).

 

The Company has also entered into a new lease agreement for a property located in Lisbon, Portugal, effective from 1 October 2025. The lease was formally signed on 1 August 2025. The lease term is for a period of five years with an annual rental commitment of EUR€244,100 (GBP£212,000).

 

Both leases represent strategic moves to expand into a larger office space. The Directors consider these developments to be significant in supporting the Company’s future growth and operational needs.

Auditor

In accordance with section 485 of the Companies Act 2006, a resolution proposing that the auditor, Moore Kingston Smith LLP, be reappointed will be put at a General Meeting.

Prosapient Limited
Directors' Report (Continued)
For the year ended 31 December 2024
Page 4
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
C Potts
Director
6 August 2025
Prosapient Limited
Directors' Responsibilities Statement
For the year ended 31 December 2024
Page 5

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Prosapient Limited
Independent Auditor's Report
To the Members of Prosapient Limited
Page 6
Opinion

We have audited the financial statements of Prosapient Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 group 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 group's and parent company’s ability to continue as a going concern for a period of at least twelve 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.

 

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 course of 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.

Prosapient Limited
Independent Auditor's Report (Continued)
To the Members of Prosapient Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 group's and parent 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 group or parent company or to cease operations, or have no realistic alternative but to do so.

Prosapient Limited
Independent Auditor's Report (Continued)
To the Members of Prosapient Limited
Page 8
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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

 

 

 

 

Prosapient Limited
Independent Auditor's Report (Continued)
To the Members of Prosapient Limited
Page 9

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

 

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jamie Seaford (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
7 August 2025
Chartered Accountants
Statutory Auditor
6th Floor
9 Appold Street
London
EC2A 2AP
Prosapient Limited
Group Statement of Comprehensive Income
For the year ended 31 December 2024
Page 10
2024
2023
Notes
£
£
Turnover
3
33,051,989
28,289,617
Cost of sales
(11,374,546)
(10,539,380)
Gross profit
21,677,443
17,750,237
Administrative expenses
(22,016,426)
(21,786,840)
Operating loss
4
(338,983)
(4,036,603)
Interest payable and similar expenses
8
(241,869)
(71,499)
Loss before taxation
(580,852)
(4,108,102)
Tax on loss
9
(54,783)
118,744
Loss for the financial year
(635,635)
(3,989,358)
Other comprehensive income
Currency translation loss taken to retained earnings
(19,739)
(17,706)
Total comprehensive income for the year
(655,374)
(4,007,064)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Prosapient Limited
Group Balance Sheet
As at 31 December 2024
Page 11
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
4,917,190
4,803,513
Tangible assets
11
314,168
298,634
5,231,358
5,102,147
Current assets
Debtors
14
6,864,320
5,559,942
Cash at bank and in hand
2,589,968
3,232,814
9,454,288
8,792,756
Creditors: amounts falling due within one year
15
(7,705,121)
(4,843,400)
Net current assets
1,749,167
3,949,356
Total assets less current liabilities
6,980,525
9,051,503
Creditors: amounts falling due after more than one year
16
-
(1,500,000)
Provisions for liabilities
Provisions
17
(1,196,453)
(1,196,453)
(1,196,453)
(1,196,453)
Net assets
5,784,072
6,355,050
Capital and reserves
Called up share capital
20
2
2
Share premium account
17,091,399
17,094,924
Profit and loss reserves
(11,307,329)
(10,739,876)
Total equity
5,784,072
6,355,050
The financial statements were approved by the board of directors and authorised for issue on 6 August 2025 and are signed on its behalf by:
06 August 2025
C Potts
Chairman
Prosapient Limited
Company Balance Sheet
As at 31 December 2024
31 December 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
10
4,917,190
4,803,513
Tangible assets
11
150,555
191,124
Investments
12
42,707
14
5,110,452
4,994,651
Current assets
Debtors
14
6,650,974
5,491,635
Cash at bank and in hand
2,410,903
3,001,474
9,061,877
8,493,109
Creditors: amounts falling due within one year
15
(8,725,879)
(5,431,047)
Net current assets
335,998
3,062,062
Total assets less current liabilities
5,446,450
8,056,713
Creditors: amounts falling due after more than one year
16
-
(1,500,000)
Provisions for liabilities
Provisions
17
(1,196,453)
(1,196,453)
(1,196,453)
(1,196,453)
Net assets
4,249,997
5,360,260
Capital and reserves
Called up share capital
20
2
2
Share premium account
17,091,399
17,094,924
Profit and loss reserves
(12,841,404)
(11,734,666)
Total equity
4,249,997
5,360,260

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £1,194,659 (2023: £4,039,237).

The financial statements were approved by the board of directors and authorised for issue on 6 August 2025 and are signed on its behalf by:
06 August 2025
C Potts
Chairman
Company Registration No. 10704431 (England and Wales)
Prosapient Limited
Group Statement of Changes in Equity
For the year ended 31 December 2024
Page 13
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
2
15,598,428
(6,741,510)
8,856,920
Year ended 31 December 2023:
Loss for the year
-
-
(3,989,358)
(3,989,358)
Other comprehensive income:
Currency translation differences
-
-
(17,706)
(17,706)
Total comprehensive income for the year
-
-
(4,007,064)
(4,007,064)
Issue of share capital
20
-
0
1,503,996
-
1,503,996
Share issue expenses
20
-
0
(7,500)
-
(7,500)
Credit to equity for equity settled share-based payments
19
-
-
8,698
8,698
Balance at 31 December 2023
2
17,094,924
(10,739,876)
6,355,050
Year ended 31 December 2024:
Loss for the year
-
-
(635,635)
(635,635)
Other comprehensive income:
Currency translation differences
-
-
(19,739)
(19,739)
Total comprehensive income for the year
-
-
(655,374)
(655,374)
Issue of share capital
20
-
0
3,075
-
3,075
Share issue expenses
20
-
0
(6,600)
-
(6,600)
Credit to equity for equity settled share-based payments
19
-
-
87,921
87,921
Balance at 31 December 2024
2
17,091,399
(11,307,329)
5,784,072
Prosapient Limited
Company Statement of Changes in Equity
For the year ended 31 December 2024
Page 14
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
2
15,598,428
(7,695,429)
7,903,001
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
-
(4,047,935)
(4,047,935)
Issue of share capital
20
-
0
1,503,996
-
1,503,996
Share issue expenses
20
-
0
(7,500)
-
(7,500)
Credit to equity for equity settled share-based payments
19
-
-
8,698
8,698
Balance at 31 December 2023
2
17,094,924
(11,734,666)
5,360,260
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
(1,194,659)
(1,194,659)
Issue of share capital
20
-
0
3,075
-
3,075
Share issue expenses
20
-
0
(6,600)
-
(6,600)
Credit to equity for equity settled share-based payments
19
-
-
87,921
87,921
Balance at 31 December 2024
2
17,091,399
(12,841,404)
4,249,997
Prosapient Limited
Group Statement of Cash Flows
For the year ended 31 December 2024
Page 15
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
25
1,133,849
34,609
Interest paid
(241,869)
(71,499)
Income taxes refunded
378,472
444,278
Net cash inflow from operating activities
1,270,452
407,388
Investing activities
Purchase of intangible assets
(1,697,782)
(2,047,482)
Purchase of tangible fixed assets
(192,251)
(127,010)
Net cash used in investing activities
(1,890,033)
(2,174,492)
Financing activities
Proceeds from issue of shares
3,075
1,503,996
Share issue costs
(6,600)
(7,500)
Proceeds from new loans
-
1,500,000
Net cash (used in)/generated from financing activities
(3,525)
2,996,496
Net (decrease)/increase in cash and cash equivalents
(623,106)
1,229,392
Cash and cash equivalents at beginning of year
3,232,814
2,021,128
Effect of foreign exchange rates
(19,740)
(17,706)
Cash and cash equivalents at end of year
2,589,968
3,232,814
Prosapient Limited
Notes to the Financial Statements
For the year ended 31 December 2024
Page 16
1
Accounting policies
Company information

Prosapient Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Floor 5, 33 Holborn, London, United Kingdom, EC1N 2HT.

 

The group consists of Prosapient Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Prosapient Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 17

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.4
Going concern

As at 31 December 2024 the group balance sheet shows net assets of £5,784,072 (2023: £6,355,050) including cash funds of £2,589,968 (2023: £3,232,814). However, during the year the group incurred a loss of £635,635 (2023: £3,998,358).

 

The directors have prepared detailed cashflow forecasts to 31 December 2026 which show that the group will be able to meet its liabilities as they fall due.

 

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.6
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 18
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
5 years straight line
The useful lives have been determined as 5 years because the directors consider this period to be the industry standard which is appropriate to the company and group.
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the length of the lease
Fixtures and fittings
25% straight line
Computers
25% straight line

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 recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 19

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of 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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and 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.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 20
1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 21
Classification of financial liabilities

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 22
1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date 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 is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group 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 reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
1
Accounting policies
(Continued)
Page 23
1.18
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 24
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Accounting estimates

The following estimates have had the most significant effect on amounts recognised in the financial statements.

 

Useful economic life of development costs

Assumptions are made on the useful economic life of the development costs and, if shortened, would increase the amortisation charge recognised in the financial statements. Development costs are detailed in note 10.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Capitalisation of development costs

Management have identified costs that meet the capitalisation criteria. Management must make several judgements in determining that the development costs demonstrate all of the criteria detailed in FRS102 section 18.8H. The development costs carrying value at 31 December 2024 was £4,917,190 as detailed in note 10.

 

Recognition of deferred tax assets

Deferred tax assets are recognised to the extent that it is considered probable that those assets will be recoverable. This includes an assessment of when those assets are likely to reverse, and a judgement as to whether there will be sufficient taxable income available to offset assets when they do reverse.

 

This requires assumptions regarding the future profitability of the group for the 12 months from the date of signing of the financial statements, and as this is inherently uncertain, no deferred tax asset in relation to tax losses has been recognised in the financial statements. The group has trading losses of £10.36m (2023: £10.98m) carried forward at 31 December 2024.

 

Share-based payments

Management are unable to directly measure the fair value of employee services received. Instead the fair value of the share options granted in the year ended 31 December 2024 is determined using the Black-Scholes options pricing model. The model is internationally recognised as being appropriate to value employees share schemes but does require inputs based on best estimates from management and third party professional advisers. Equity settled arrangements are measured at fair value at the date of the grant using the model. The fair value is expensed on a straight-line basis over the vesting period.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 25
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Call and survey revenue
32,837,745
28,107,910
Other
214,244
181,707
33,051,989
28,289,617
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging:
Exchange losses
46,682
228,082
Depreciation of owned tangible fixed assets
176,719
152,492
Amortisation of intangible assets
1,584,105
1,858,447
Share-based payments
87,921
8,698
Operating lease charges
1,399,900
1,165,478
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
50,750
48,250
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Restated
Restated
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Operations
160
150
90
106
Support
67
67
48
50
227
217
138
156
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
6
Employees
(Continued)
Page 26

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
13,125,116
13,074,745
8,646,767
9,241,120
Social security costs
1,466,307
1,335,189
1,012,649
1,059,939
Pension costs
266,524
258,991
150,083
146,050
14,857,947
14,668,925
9,809,499
10,447,109

The disclosure above includes wages and salaries and social security costs of £631,515 (2023: £1,881,009) and £107,892 (2023: £55,052) respectively which have been capitalised as development costs in the year.

7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
635,160
600,338
Company pension contributions to defined contribution schemes
3,180
2,630
638,340
602,968
Remuneration for qualifying services includes £25,000 (2023: £152,554) in respect of compensation for loss of office. In the year directors received £nil (2023: £7,500) in respect of consultancy services.
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2)
The directors consider that the key management personnel for reporting purposes are the directors themselves.
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
250,376
492,699
Company pension contributions to defined contribution schemes
1,321
1,321
251,697
494,020
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 27
8
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
241,869
71,499
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
(97,129)
(191,500)
Foreign current tax on profits for the current period
151,912
72,756
Total current tax
54,783
(118,744)

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(580,852)
(4,108,102)
Expected tax credit based on the standard rate of corporation tax in the UK of 25% (2023:23.5%)
(145,213)
(964,180)
Unutilised tax losses carried forward
323,592
701,060
Adjustments in respect of prior years
55,077
-
0
Additional deduction for R&D expenditure
(285,381)
(335,048)
Surrender of tax losses for R&D tax credit refund
422,577
680,458
Other timing differences
(315,868)
(201,034)
Taxation charge/(credit)
54,783
(118,744)
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 28
10
Intangible fixed assets
Group
Development costs
£
Cost
At 1 January 2024
7,837,604
Additions - internally developed
1,697,782
At 31 December 2024
9,535,386
Amortisation and impairment
At 1 January 2024
3,034,091
Amortisation charged for the year
1,584,105
At 31 December 2024
4,618,196
Carrying amount
At 31 December 2024
4,917,190
At 31 December 2023
4,803,513
Company
Development costs
£
Cost
At 1 January 2024
7,837,604
Additions - internally developed
1,697,782
At 31 December 2024
9,535,386
Amortisation and impairment
At 1 January 2024
3,034,091
Amortisation charged for the year
1,584,105
At 31 December 2024
4,618,196
Carrying amount
At 31 December 2024
4,917,190
At 31 December 2023
4,803,513
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 29
11
Tangible fixed assets
Group
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
14,207
26,031
613,959
654,197
Additions
33,355
10,960
133,967
178,282
Exchange adjustments
(684)
(335)
15,682
14,663
At 31 December 2024
46,878
36,656
763,608
847,142
Depreciation and impairment
At 1 January 2024
6,110
22,348
327,105
355,563
Depreciation charged in the year
20,389
2,964
153,366
176,719
Exchange adjustments
(288)
11
969
692
At 31 December 2024
26,211
25,323
481,440
532,974
Carrying amount
At 31 December 2024
20,667
11,333
282,168
314,168
At 31 December 2023
8,097
3,683
286,854
298,634
Company
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 January 2024
14,207
14,800
389,791
418,798
Additions
-
0
-
0
57,079
57,079
At 31 December 2024
14,207
14,800
446,870
475,877
Depreciation and impairment
At 1 January 2024
6,110
13,874
207,690
227,674
Depreciation charged in the year
6,336
310
91,002
97,648
At 31 December 2024
12,446
14,184
298,692
325,322
Carrying amount
At 31 December 2024
1,761
616
148,178
150,555
At 31 December 2023
8,097
926
182,101
191,124
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 30
12
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
42,707
14
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
14
Additions
42,693
At 31 December 2024
42,707
Carrying amount
At 31 December 2024
42,707
At 31 December 2023
14
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 31
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Prosapient Inc
United States
Market research and public opinion pooling
Prosapient Canada Inc
Canada
Market research and public opinion pooling
Prosapient Portugal
Portugal
Market research and public opinion pooling

The company directly owns 100% of the Ordinary share capital of all of its subsidiaries.

 

The registered office of Prosapient Inc is 555 Fayetteville Street, Suite 700, Raleigh, NC 27601.

 

The registered office of Prosapient Canada Inc is 1255 Bay Street, Toronto, Ontario, M5R 2A9.

 

The registered office of Prosapient Portugal S.A is Avenida Antonion Augusto de Aguiar, 19, 4. Dto. Sala B. freguesia de Avenidas, Novas e concelho de Lisboa.

 

 

14
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,869,726
2,865,848
3,869,726
2,865,848
Corporation tax recoverable
384,281
784,510
363,785
749,632
Amounts owed by group undertakings
-
-
66,452
116,307
Other debtors
878,896
687,537
660,692
581,135
Prepayments and accrued income
1,731,417
1,222,047
1,690,319
1,178,713
6,864,320
5,559,942
6,650,974
5,491,635
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 32
15
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Loan notes
1,500,000
-
0
1,500,000
-
0
Trade creditors
989,329
407,403
957,704
403,223
Amounts owed to group undertakings
-
0
-
0
1,324,127
707,695
Corporation tax payable
33,026
-
0
-
0
-
0
Other taxation and social security
650,475
672,935
650,086
678,463
Other creditors
19,345
67,439
28,561
67,401
Accruals and deferred income
4,512,946
3,695,623
4,265,401
3,574,265
7,705,121
4,843,400
8,725,879
5,431,047
16
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Loan notes
-
0
1,500,000
-
0
1,500,000

In 2023 the company has issued £1,500,000 of non-convertible loan notes with an interest rate of 16% per annum. The loan notes were repaid in full in May 2025.

17
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Deferred tax
1,196,453
1,196,453
1,196,453
1,196,453
Movements on provisions:
Deferred tax
Group
£
At 1 January 2024 and 31 December 2024
1,196,453
Company
£
At 1 January 2024 and 31 December 2024
1,196,453
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
17
Provisions for liabilities
(Continued)
Page 33

The company and group have estimated trade losses of £10,613,133 (2023: £10,982,398) available to carry forward against future taxable profits. A deferred tax asset has not been recognised at 31 December 2024 or 31 December 2023 due to the uncertainty of the timing of recurring future taxable profits against which the losses can be utilised.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
266,524
258,991

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

19
Share-based payment transactions

The Company operates an EMI Share option Scheme for its employees. Upon vesting, each option allows the holder to purchase one ordinary share at the pre-agreed option price.

Group
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
258,063
335,878
5.59
4.09
Granted
205,122
43,600
15.14
17.00
Forfeited
(66,825)
(57,393)
7.87
9.94
Exercised
(76,502)
(58,635)
0.04
0.07
Expired
(875)
(5,387)
19.00
18.13
Outstanding at 31 December 2024
318,983
258,063
5.93
5.59
Exercisable at 31 December 2024
150,439
113,236
3.31
0.58

 

In the year ended 31 December 2024, 205,122 options were granted and 76,502 options were exercised. As at 31 December 2024, there were 318,983 options outstanding.

 

The fair value of the options granted was determined using the Black-Scholes option pricing model. The calculation takes into account no future dividends, a volatility rate of 30% based on expected share price and a vesting period of 3.5 - 4.0 years. The risk free rate was determined as between 3.76% and 4.46% depending upon the date of grant.

 

The share option charge in the financial statements is £87,921 (2023: £8,698).

 

In the year ended 31 December 2024, 111,983 (2023: nil) options were granted to Directors and no options (2023: no options) were exercised by Directors. As at 31 December 2024, there were 172,519 (2023 as restated: 150,000) Director share options outstanding.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 34
20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £0.000001
1,602,339
1,602,339
2
2
A Ordinary of £0.000001
48,451
44,829
-
-
Series A1 of £0.000001
391,047
391,047
-
-
Series A2 of £0.000001
265,277
265,277
-
-
Deferred of £0.000001
21,600
21,600
-
-
Growth of £0.000001
152,755
51,879
-
-
Preference of £0.000001
79,281
79,281
-
-
2,560,750
2,456,252
2
2

On 15 April 2024 1,650 Growth shares of £0.000001 each were issued at par.

 

On 15 April 2024 27,996 Growth shares of £0.000001 each were issued at £0.003572.

 

On 22 May 2024 68,750 Growth shares of £0.000001 each were issued at par.

 

On 1 October 2024 3,447 A Ordinary shares of £0.00001 each were issued at £0.01 each. On the same date 2,480 Growth shares of £0.000001 each were issued at par.

 

On 10 December 2024 175 A Ordinary shares of £0.00001 were issued at £17 each.

21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,255,519
905,792
911,218
687,622
Between two and five years
1,621,733
1,748,413
480,393
1,366,827
2,877,252
2,654,205
1,391,611
2,054,449
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 35
22
Events after the reporting date

Change to Loan Facilities

On 2 May 2025, Prosapient Limited (the Company) entered into an invoice discounting agreement with RBS Invoice Finance Limited. On the same day, the Company repaid in full the unsecured loan notes which it had issued in November 2023. The principal repayment amount for the loan notes was £1,500,000.

 

The new facility provides the Company with access to funding, secured against qualifying trade receivables and unbilled income. The agreement is intended to support working capital requirements and enhance liquidity as the Company continues to grow, as well as provide a lower borrowing rate.

 

The Directors consider this new facility to be a positive development in strengthening the Company’s short-term and long-term funding capabilities.

 

New leases in Canada and Portugal

The Company has entered into a new lease agreement for a property located in Toronto, Canada, effective from 1 September 2025. The lease was formally signed on 28 April 2025. The lease term is for a period of five years with an annual rental commitment of CAD$358,590 (GBP£195,000).

 

The Company has also entered into a new lease agreement for a property located in Lisbon, Portugal, effective from 1 October 2025. The lease was formally signed on 1 August 2025. The lease term is for a period of five years with an annual rental commitment of EUR€244,100 (GBP£212,000).

 

Both leases represent strategic moves to expand into a larger office space. The Directors consider these developments to be significant in supporting the Company’s future growth and operational needs.

 

 

Issue of new shares

On 7 February 2025, the company issued 1000 A ordinary shares each having a nominal value of £0.00001 and were issued for consideration of £10 each.

On 18 February 2025, the company issued 400 A ordinary shares each having a nominal value of £0.00001 and were issued and for consideration of £10 each.

On 18 February 2025, the company issued 100 A ordinary shares each having a nominal value of £0.00001 and were issued for consideration of £24 each.

On 11 July 2025, the company issued 300 A ordinary shares each having a nominal value of £0.00001 and were issued for consideration of £10 each.

The issue of shares has been recognised as a non-adjusting post balance sheet event as they do not affect the financial position of the company or group as at the balance sheet date.

Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 36
23
Related party transactions

At the year end S Holliday, a director of the company, held 165,000 loan notes at a value of £1 each (2023: 165,000) and held 1,745 warrants (2023: 1,745).

 

During the year 24 Haymarket Limited, a company which holds shares in Prosapient as nominee, charged the company £16,000 and were charged £788. At the year end 24 Haymarket Limited held 100,000 loan notes at a value of £1 each (2023: 100,000) and held 20,000 warrants (2023: 20,000).

 

During the year Smedvig Capital Nominee Limited, a company of which R Toms is a director, charged the company £57,071 (2023: £55,350) as an annual monitoring fee. Smedvig Capital Nominee Limited were charged £1,300 (2023: £1,788) in the year, and have a balance outstanding of £17,269 (2023: £2,145 DR) included in creditors at 31 December 2024.

 

On 15 April 2024 C Potts signed a subscription agreement with the company for 27,996 Growth shares of £0.000001 each for £100. The company has a call option to purchase the shares under certain conditions.

 

24
Controlling party

There is no single controlling party.

25
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(635,635)
(3,989,358)
Adjustments for:
Taxation charged/(credited)
54,783
(118,744)
Finance costs
241,869
71,499
Amortisation and impairment of intangible assets
1,584,105
1,858,447
Depreciation and impairment of tangible fixed assets
176,719
152,492
Equity settled share based payment expense
87,921
8,698
Decrease in provisions
-
(125,000)
Movements in working capital:
(Increase)/decrease in debtors
(1,704,608)
309,228
Increase in creditors
1,328,695
1,867,347
Cash generated from operations
1,133,849
34,609
Prosapient Limited
Notes to the Financial Statements (Continued)
For the year ended 31 December 2024
Page 37
26
Analysis of changes in net funds - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
3,232,814
(623,106)
(19,740)
2,589,968
Borrowings excluding overdrafts
(1,500,000)
-
-
(1,500,000)
1,732,814
(623,106)
(19,740)
1,089,968
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